Common use of Expenses of the Company Clause in Contracts

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all its expenses, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the Manager: (a) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 above; (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s securities; (j) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above; (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith.

Expenses of the Company. Except as expressly otherwise provided in this Agreementa. The OP, on its own behalf and on behalf of the Company Company, shall pay all its of the Advisees’ expenses, and, without . Without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company an Advisee shall be paid by the OP on its own behalf or on behalf of the Company and shall not be paid borne by the ManagerAdvisor unless such expense is a fee or other service for which the Advisor is otherwise receiving a fee from the Advisees: (ai) the cost of money borrowed moneyby the Advisee; (bii) all taxes applicable to the Advisee including, without limitation, taxes on income and taxes and on assessments on of real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (eiii) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, independent contractors, unaffiliated mortgage servicers, consultants, managers and other agents and independent contractors employed by or on no behalf of the CompanyAdvisee; (fiv) Acquisition Expenses and expenses directly connected with the investigation, acquisition, ownership and disposition or ownership of real estate interests property or other investments, and with the purchase or origination of real property and mortgage investments (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissionscommission, maintenance, repair, repair and improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 above; (gv) all expenses of maintaining and managing real estate equity interests, processing and servicing mortgage and other loans and managing the Advisee’s other investments; (vi) insurance costs incurred coverage in connection with the Company business of the Advisee (including officer officers’, directors’ and trustee partners’ liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party); (hvii) the expenses of dissolving and liquidating the Advisee or revising, amending or modifying its organizational documents; (viii) expenses connected with payments of dividends or interest or contributions distribution in cash or any other form made or caused to be made by the Trustees Board of Directors to holders the stockholders or partners, as the case may be, of securities of the Company;such Advisee. (iix) all expenses connected with communications to holders of securities of stockholders or partners, as the Company case may be, and other bookkeeping and clerical work necessary to in maintaining relations with holders of securitiesthe stockholders or partners, as the case may be, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing certificates for securities and securities, proxy solicitation materials and reports to holders of the CompanyAdvisee’s securities; (jx) the cost of any accounting, statistical or bookkeeping equipment necessary for the maintenance of the books and records of the Advisee; (xi) transfer agent’s and registrar’s fees and charges; and (xii) other legal, accounting and auditing fees and expenses as well as any costs incurred in connection with any litigation in which the Advisee is involved and the examination, investigation or other proceedings conducted by any regulatory agency with respect to the Advisee. b. The Advisor shall bear the expenses it incurs in connection with performing its duties under the advisory agreement. These include salaries and fringe benefits of its directors and officers and travel and other administrative expenses of its directors or officers. c. The OP shall reimburse the Advisor and its Affiliates on its own behalf or on behalf of the Company for (i) advertising expenses, other than those described in subsection expense reimbursements, and legal and accounting fees; (cii) above; the actual cost of goods and materials used by the Advisees and obtained from entities not affiliated with the Advisor; (kiii) filing and recording fees administrative services (including personnel costs; provided, however, that no reimbursement shall be made for regulatory or governmental filings, approvals and notices costs of personnel to the extent not otherwise covered that such personnel perform services in transactions for which the Advisor receives a separate fee); (iv) acquisition expenses, which include travel and expenses related to the selection and acquisition of properties, for goods and services provided by any of the foregoing Advisor; (v) rent, leasehold improvement costs, utilities or other administrative items of this Section 16; generally constituting Advisor’s overhead; and (lvi) expenses relating related to negotiating and servicing mortgage loans. In no event shall the OP reimburse the Advisor for any office or office facilities maintained by services for which the Company Advisor shall receive a separate from fee. The amounts charged to an Advisee for services performed shall not exceed the office lesser of the Manager; and (ma) the costs and actual cost of such services, or (b) the amount which such Advisee would be required to pay to independent parties for comparable services. d. Notwithstanding the foregoing, reimbursements of expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewithfees under this Agreement will be subject to approval by the Board of Directors (including the approval of the majority of Independent Directors).

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the (a) Operating Company or its designee(s) shall pay all of the expenses of the Company Parties and shall reimburse the Manager for documented expenses of the Manager incurred on behalf of the Company Parties (collectively, the “Expenses”) excepting only those expenses that are specifically the responsibility of the Manager pursuant to Section 2 of this Agreement. Notwithstanding anything contained herein to the contrary, the Manager shall have the right to cause any services contemplated by this Agreement (including pursuant to Sections 2(d) and 2(f)) to be rendered by the Manager’s personnel or Affiliates (and Operating Company or its expenses, and, without designee(s) shall pay or reimburse the Manager or its applicable Affiliate performing such services for the documented cost thereof); provided that such services may be provided by personnel or Affiliates of the Manager only to the extent that such costs and reimbursements are no greater than those that would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s length basis. Without limiting the generality of the foregoing, it is specifically agreed that the following costs and expenses of the Company Parties shall be paid by the Operating Company or its designee(s) and shall not be paid by the Manager or Affiliates of the Manager: (ai) fees, costs and expenses in connection with the cost of borrowed moneyInitial Public Offering, if any; (bii) taxes on income fees, costs and taxes expenses in connection with the issuance and assessments on real and personal property, if any, and all other taxes applicable transaction costs incident to the Company; (c) legal’s and the Subsidiaries’ unconsummated investments and the acquisition, auditingnegotiation, accountingstructuring, underwritingtrading, brokeragesettling disposition and financing of the Company’s and the Subsidiaries’ consummated Investments, listingincluding brokerage commissions, reportinghedging costs, registration prime brokerage fees, custodial expenses, clearing and settlement charges, forfeited deposits, and other feesinvestment costs, fees and printing, engraving and other expenses and taxes actually incurred in connection with the issuancepursuit, distributionmaking, transferholding, tradingsettling, registration monitoring or disposing of actual or potential investments; (iii) the cost of legal, tax, accounting, consulting, auditing, finance, administrative, investment banking, capital markets and listing other similar services rendered for the Company and the Subsidiaries by providers retained by the Manager, which may include personnel or Affiliates of the Manager; (iv) the compensation and expenses of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; directors (d) expenses of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees and excluding those directors who are officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and the cost of “errors and omissions” liability insurance to indemnify the Company’s directors and officers; (v) interest, fees and travel expenses arising out of borrowings made by the Company or any Subsidiary, including costs associated with the establishment and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf maintenance of any of the Company’s or any Subsidiary’s credit facilities, other financing arrangements, or other indebtedness of the Company or any Subsidiary (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any of the Company’s or any Subsidiary’s securities offerings; (fvi) expenses directly connected with communications to holders of the investigationCompany’s or any Subsidiary’s securities and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, acquisition, disposition or ownership including all costs of real estate interests or other property (including third party property diligence costs, appraisal reportingpreparing and filing required reports with the SEC, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of foreclosurethe Company’s stock on any National Securities Exchange, insurance premiumsthe fees payable by the Company to any such National Securities Exchange in connection with its listing, legal servicescosts of preparing, brokerage printing and sales commissions, maintenance, repair, improvement mailing the Company’s annual report to its stockholders and local management of property), other than expenses proxy materials with respect thereto of employees to any meeting of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 aboveCompany’s stockholders; (gvii) technology-related expenses, including costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third party vendors, in each case that is used by the Company and/or the Subsidiaries; (viii) expenses incurred by managers, officers, personnel and agents of the Manager for travel solely on the Company’s behalf and other out-of-pocket expenses incurred by managers, officers, personnel and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of an Investment or the establishment and maintenance of any of the Company’s or any Subsidiary’s securitizations or any of their securities offerings; (ix) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses applicable solely to the Company or any Subsidiary; (x) the Company’s and the Subsidiaries’ allocable share of the compensation, including annual base salary, bonus, any related withholding taxes and employee benefits, paid to (1) the Manager’s personnel serving as the Company’s chief financial officer, based on the percentage of his or her time spent managing the Company’s and the Subsidiaries’ affairs, and (2) other corporate finance, tax, accounting, internal audit, legal risk management, operations, compliance and other non-investment personnel of the Manager or its Affiliates who spend all or a portion of their time managing the Company’s and the Subsidiaries’ affairs (and the Company’s and the Subsidiaries’ share of such costs shall be based upon the percentage of time devoted by such personnel of the Manager or its Affiliates to the Company’s and the Subsidiaries’ affairs); (xi) compensation and expenses of the Company’s custodian, transfer agent and trustee, if any; (xii) the cost of maintaining compliance with all U.S. federal, state and local rules and regulations or with any other regulatory agency; (xiii) the costs and expenses relating to ongoing regulatory compliance matters and regulatory reporting obligations relating to the Company’s and the Subsidiaries’ activities; (xiv) all taxes and license fees; (xv) all insurance costs incurred in connection with the Company (including officer operation of the Company’s and trustee liability insurance) or in connection with any officer the Subsidiaries’ business, except for the costs attributable to the insurance that the Manager elects to carry for itself and trustee indemnity agreement to which the Company is a partyits personnel; (hxvi) costs and expenses incurred in contracting with third parties for the servicing of the assets of the Company and the Subsidiaries; (xvii) all other costs and expenses relating to the Company’s and the Subsidiaries’ business and investment operations, including the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Investments, including appraisal, reporting, audit and legal fees; (xviii) expenses relating to any office(s) or office facilities, including disaster backup recovery sites and facilities, maintained for the Company and the Subsidiaries or Investments separate from the office or offices of the Manager; (xix) expenses connected with the payments of interest, dividends or interest or contributions distributions in cash or any other form made authorized or caused to be made by the Trustees Board of Directors to holders or on account of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s or any Subsidiary’s securities, including in connection with any dividend reinvestment plan; (jxx) legalthe costs of any litigation or other pending or threatened proceedings (whether civil, accounting criminal or otherwise) involving the Company or any Subsidiary or their respective assets and auditing fees and expensesthe amount of any judgment or settlement against the Company or any Subsidiary, other than those described or against any trustee, director, partner, member or officer of the Company or of any Subsidiary in subsection (c) above; (k) filing and recording fees his, her or its capacity as such for regulatory which the Company or any Subsidiary is required to indemnify such Person by any court or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manageragency; and (mxxi) all other expenses actually incurred by the costs Manager (except as described below) that are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement; provided, however, that with respect to expenses incurred by the Manager in connection with assets acquired by or services rendered to the Company together with any Other Constellation Funds, Operating Company or its designee(s) shall only be responsible for the Company Parties’ pro rata share of such expenses, based on the ratio of the amount of capital contributed by the Company Parties for any investment in such assets compared to the total capital invested in such assets. (b) Operating Company or its designee(s) will be required to pay the Company’s and the Subsidiaries’ pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of all equity award or compensation plans or arrangements established by the Manager and its Affiliates required for the operations of the Company and the Subsidiaries. These expenses will be allocated between the Manager, on the one hand, and the Company and the Subsidiaries, on the other hand, based on the ratio of the Company’s and the Subsidiaries’ proportion of gross assets compared to all remaining gross assets managed or held by Constellation and its Affiliates, including the value of awards made Manager, as calculated at each quarter end. The Manager and the Company will modify this allocation methodology, subject to the Independent Directors’ approval, if the allocation becomes inequitable (i.e., if the Company and the Subsidiaries become highly leveraged compared to Constellation or the Other Constellation Funds). Operating Company or its designee(s) will also be required to pay the rent for office space and other office, internal and overhead expenses incurred by persons who are employed directly by the Company to or the Subsidiaries and who are not simultaneously employed by the Manager or any of its employeesAffiliates. (c) The Manager may, if anyat its option, and payment elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to constitute a waiver of any employment reimbursement for similar expenses in future periods. (d) The provisions of this Section 11 shall survive the expiration or withholding taxes earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in connection therewithwith such expiration or termination.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all its expensesexpenses not payable by the Manager, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the Manager: (a) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and stock exchange listing of the Company’s securities on the Stock Exchangesecurities, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating terminating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 17 above; (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s securities; (j) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above; (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 1618; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, (a) The Company and the Company TRS shall pay all its expensesof the expenses of the Company Parties and shall reimburse the Manager for documented expenses of the Manager incurred on behalf of the Company Parties (collectively, and, without the “Expenses”) excepting only those expenses that are specifically the responsibility of the Manager pursuant to Sections 2 and 10(b) of this Agreement. Such costs and reimbursements shall not be in amounts greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s length basis. Without limiting the generality of the foregoing, it is specifically agreed that the following costs and expenses of the Company Parties shall be paid by the Company and the TRS and shall not be paid by the Manager or Affiliates of the Manager: (ai) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuanceInitial Public Offering and transaction costs incident to the Company’s and the Subsidiaries’ unconsummated investments and the acquisition, distribution, transfer, trading, registration disposition and listing financing of the Company’s securities on and the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and chargesSubsidiaries’ consummated Investments; (dii) subject to Section 10(b) of this Agreement, the cost of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company and the Subsidiaries by providers retained by the Manager or, if provided by the Manager’s personnel, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s length basis; (iii) the compensation and expenses of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; directors (e) fees and travel and other expenses paid to Trustees and excluding those directors who are officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees the cost of liability insurance to indemnify the Company’s directors and travel officers; (iv) costs associated with the establishment and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf maintenance of any of the Company’s or any Subsidiary’s credit facilities, other financing arrangements, or other indebtedness of the Company or any Subsidiary (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any of the Company’s or any Subsidiary’s securities offerings; (fv) expenses directly connected with communications to holders of the investigationCompany’s or any Subsidiary’s securities and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, acquisitionincluding, disposition or ownership without limitation, all costs of real estate interests or other property (including third party property diligence costs, appraisal reportingpreparing and filing required reports with the SEC, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of foreclosurethe Company’s stock on any exchange, insurance premiumsthe fees payable by the Company to any such exchange in connection with its listing, legal servicescosts of preparing, brokerage printing and sales commissions, maintenance, repair, improvement mailing the Company’s annual report to its stockholders and local management of property), other than expenses proxy materials with respect thereto of employees to any meeting of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 aboveCompany’s stockholders; (gvi) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third party vendors that is used by the Company and/or the Subsidiaries; (vii) expenses incurred by managers, officers, personnel and agents of the Manager for travel solely on the Company’s behalf and other out-of-pocket expenses incurred by managers, officers, personnel and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of an Investment or the establishment and maintenance of any of the Company’s or any Subsidiary’s securitizations or any of their securities offerings; (viii) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses applicable solely to the Company or any Subsidiary; (ix) compensation and expenses of the Company’s custodian and transfer agent, if any; (x) the cost of maintaining compliance with all U.S. federal, state and local rules and regulations or with any other regulatory agency; (xi) all taxes and license fees; (xii) all insurance costs incurred in connection with the Company (including officer operation of the Company’s and trustee liability insurance) or in connection with any officer the Subsidiaries’ business, except for the costs attributable to the insurance that the Manager elects to carry for itself and trustee indemnity agreement to which the Company is a partyits personnel; (hxiii) costs and expenses incurred in contracting with third parties for the servicing of the assets of the Company; (xiv) all other costs and expenses relating to the Company’s and the Subsidiaries’ business and investment operations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Investments, including appraisal, reporting, audit and legal fees; (xv) expenses relating to any office(s) or office facilities, including, but not limited to, disaster backup recovery sites and facilities, maintained for the Company and the Subsidiaries or Investments separate from the office or offices of the Manager; (xvi) expenses connected with the payments of interest, dividends or interest or contributions distributions in cash or any other form made authorized or caused to be made by the Trustees Board of Directors to holders or on account of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s or any Subsidiary’s securities, including, without limitation, in connection with any dividend reinvestment plan; (jxvii) legalany judgment or settlement of pending or threatened proceedings (whether civil, accounting and auditing fees and expensescriminal or otherwise) against the Company or any Subsidiary, other than those described or against any trustee, director, partner, member or officer of the Company or of any Subsidiary in subsection (c) above; (k) filing and recording fees his, her or its capacity as such for regulatory which the Company or any Subsidiary is required to indemnify such Person by any court or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manageragency; and (mxviii) all other expenses actually incurred by the Manager (except as described below) which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement; provided, however, that with respect to expenses incurred by the Manager in connection with assets acquired by or services rendered to the Company together with any additional publicly traded or other investment vehicle that is sponsored or managed by the Manager, Colony Capital or any of their Affiliates, the Company and the TRS, together, shall only be responsible for Company Parties’ pro rata share of such expenses, based on the ratio of the amount of capital contributed by the Company Parties for any investment in such assets compared to the total capital invested in such assets. (b) Neither the Company nor any other Company Party shall have any obligation to reimburse the Manager for (i) the salaries and other compensation costs of the Manager’s personnel or (ii) any fee paid to Colony Capital pursuant to, or cost or expense incurred in connection with, the Investment Advisory Agreement. The Company will be required to pay its pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its Affiliates required for the operations of the Company and the Subsidiaries. These expenses will be allocated between the Manager and the Company based on the ratio of the Company’s proportion of gross assets compared to all equity award remaining gross assets managed or compensation plans held by Colony Capital and its Affiliates or arrangements established the Manager and its Affiliates as calculated at each quarter end. The Manager and the Company will modify this allocation methodology, subject to the Independent Directors’ approval, if the allocation becomes inequitable (i.e., if the Company becomes highly leveraged compared to Colony Capital or the Manager’s or Colony Capital’s other funds and accounts). The Company will also be required to pay the rent for office space and other office, internal and overhead expenses incurred by persons who are employed directly by the CompanyCompany or its Subsidiaries and who are not simultaneously employed by the Manager or any of its Affiliates, including the value Company’s Chief Financial Officer. (c) The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of awards made reimbursement for similar expenses in future periods. (d) The provisions of this Section 10 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in connection with such expiration or termination. (e) The expense reimbursements payable by the Company and the TRS hereunder (other than any expenses that are clearly allocable (e.g., taxes) either to the Manager Company and its Subsidiaries (other than the TRS and its Subsidiaries) on the one hand or to the TRS and its employeesSubsidiaries on the other hand) shall be borne by each of them in accordance with the Company Percentage or the TRS Percentage, if anyas applicable, and payment of any employment or withholding taxes in connection therewithwith respect to the relevant quarter.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all its expensesexpenses not payable by the Manager, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the Manager: (a) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and stock exchange listing of the Company’s securities on the Stock Exchangesecurities, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating terminating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicersservices, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 13 above; (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s securities; (j) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above; (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 1614; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the The Company shall pay all of its expenses, and, without limiting expenses and shall reimburse the generality of the foregoing, it is specifically agreed that the following Manager and its Affiliates for documented expenses of the Company Manager and its Affiliates incurred on its behalf (collectively, the “Expenses”). The Expenses shall be paid by charged to the Company without xxxx-up, interest or other profit to the Manager or its Affiliates. Expenses include all costs and shall not be paid by expenses which are expressly designated elsewhere in this Agreement as the ManagerCompany’s, together with the following: (a) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the cost Company by providers retained by the Manager or, if provided by the employees of borrowed moneythe Manager or its Affiliates, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis; (b) taxes on income the compensation and taxes and assessments on real and personal property, if any, and all other taxes applicable to expenses of the Company’s directors and the cost of liability insurance to indemnify the Company’s directors and officers; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration costs associated with the establishment and maintenance of any credit facilities and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees and officers indebtedness of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel including commitment fees, accounting fees, reasonable legal fees, closing and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by costs) or on behalf any securities offerings of the Company; (fd) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 above; (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary to in maintaining relations with holders of securitiessuch securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including including, without limitation, all costs of preparing and filing required reports with the cost of any transfer agentSecurities and Exchange Commission, the cost of preparing, printing, posting, distributing costs (including transfer agent and mailing certificates for securities and proxy solicitation materials and reports to holders registrar costs) in connection with the listing and/or trading of the Company’s securitiessecurities on any exchange or inter-dealer quotation system, the fees to any such exchange or inter-dealer quotation system in connection with its listing, costs of complying with the rules, regulations or policies of such exchange or inter-dealer quotation system, costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company; (e) the allocable costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third party vendors that is used for the Company; (f) reasonable expenses incurred by managers, officers, employees and agents of the Manager and its Affiliates for travel on the Company’s behalf and other reasonable out-of-pocket expenses; (g) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency; (h) all taxes and license fees; (i) all insurance costs incurred in connection with the operation of the Company’s business except for the costs attributable to the insurance that the Manager elects to carry for itself and its employees; (j) legalcosts and expenses incurred in contracting with third parties, accounting including Affiliates of the Manager, for the servicing and auditing fees and expenses, other than those described in subsection (c) abovespecial servicing of assets of the Company; (k) filing expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and recording fees facilities, maintained for regulatory the Company separate from the office or governmental filings, approvals and notices to the extent not otherwise covered by any offices of the foregoing items of this Section 16Manager; (l) expenses relating connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to any office or office facilities maintained be made by the Company separate from the office Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan; (m) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his or her capacity as such for which the Company is required to indemnify such trustee, director or officer by any court or governmental agency, or settlement of pending or threatened proceedings or by the charter and bylaws of the Company; (n) the allocable portion of salaries and other compensation, rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its Affiliates required for, and based on the percentage of time spent by personnel of the Manager and its Affiliates on, the Company’s operations (provided, that the allocation of compensation expense shall be determined based on the Manager’s good faith estimate of the value of each Person’s services performed on the Company’s business and affairs, subject to the periodic review and approval of the Independent Committee); and (mo) the costs and all other expenses of all equity award or compensation plans or arrangements established actually incurred by the Company, including the value of awards made by the Company to the Manager or its employees, if any, Affiliates which are reasonably necessary for the performance by the Manager of its duties and payment functions under this Agreement. The provisions of any employment this Section 9 shall survive the expiration or withholding taxes earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in connection therewithwith such expiration or termination.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all its expensesexpenses not payable by the Manager, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the Manager: (a) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and stock exchange listing of the Company’s securities on the Stock Exchangesecurities, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating terminating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 14 above; (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s securities; (j) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above; (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 1615; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the The Company shall pay all of its expenses, and, without limiting expenses and shall reimburse the generality of the foregoing, it is specifically agreed that the following Manager for documented expenses of the Company shall be paid by Manager incurred on its behalf (collectively, the Company “Expenses”) excepting those expenses that are specifically the responsibility of the Manager as set forth herein. Expenses include all costs and shall not be paid by expenses which are expressly designated elsewhere in this Agreement as the ManagerCompany’s, together with the following: (a) expenses in connection with the cost issuance and transaction costs incident to the acquisition, disposition and financing of borrowed moneyInvestments; (b) taxes on income costs of legal, tax, accounting, consulting, auditing, administrative and taxes and assessments on real and personal propertyother similar services rendered for the Company by providers retained by the Manager or, if anyprovided by the Manager’s employees, and all other taxes applicable in amounts which are no greater than those which would be payable to the Companyoutside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration the compensation of the Independent Directors and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s securities on directors and the Stock Exchange, including transfer agent’s, registrarcost of liability insurance to indemnify the Company’s directors and indenture trustee’s fees and chargesofficers; (d) expenses costs associated with the establishment and maintenance of organizing, restructuring, reorganizing any credit facilities or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees and officers indebtedness of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel including commitment fees, accounting fees, legal fees, closing and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by similar costs) or on behalf any securities offerings of the Company; (fe) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 above; (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary to in maintaining relations with holders of securitiessuch securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including including, without limitation, all costs of preparing and filing required reports with the cost of Securities and Exchange Commission, the costs payable by the Company to any transfer agent, agent and registrar in connection with the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders listing and/or trading of the Company’s securitiesstock on any exchange, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company; (f) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third party vendors that is used solely for the Company; (g) expenses incurred by managers, officers, employees and agents of the Manager for travel on the Company’s behalf and other out-of-pocket expenses incurred by managers, officers, employees and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of an Investment or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of the Company; (h) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses; (i) compensation and expenses of the Company’s custodian and transfer agent, if any; (j) legalthe costs of maintaining compliance with all federal, accounting state and auditing fees local rules and expenses, regulations or any other than those described in subsection (c) aboveregulatory agency; (k) filing all taxes and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16license fees; (l) expenses relating to any office or office facilities maintained by all insurance costs incurred in connection with the Company separate from the office operation of the Manager; andCompany’s business except for the costs attributable to the insurance that the Manager elects to carry for itself and its employees; (m) costs and expenses incurred in contracting with third parties, including affiliates of the Manager, for the servicing and special servicing of assets of the Company; (n) all other costs and expenses relating to the Company’s business and investment operations, including, without limitation, the costs and expenses of all equity award or compensation plans or arrangements established by the Companyacquiring, owning, protecting, maintaining, developing and disposing of Investments, including appraisal, reporting, audit and legal fees; (o) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the value Company or Investments separate from the office or offices of awards the Manager; (p) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan; (q) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency; and (r) all other expenses actually incurred by the Manager which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. In addition, the Company will be required to pay the Company’s pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its affiliates required for the Company’s operations. These expenses will be allocated between the Manager and the Company based on the ratio of the Company’s proportion of gross assets compared to all remaining gross assets managed by the Manager as calculated at each quarter end. The Manager and the Company will modify this allocation methodology, subject to the Manager or its employeesBoard of Directors’ approval if the allocation becomes inequitable (i.e., if anythe Company becomes highly leveraged compared to the Manager’s other funds and accounts). The Manager hereby waives its right to request reimbursement from the Company of these expenses until such time as it determines to rescind that waiver. The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. Except as noted above, the Manager is responsible for all costs incident to the performance of its duties under this Agreement, including compensation of the Manager’s executives and payment employees and other related expenses and overhead (except those expenses that are specifically the responsibility of any employment the Manager as set forth herein). In the event that the Company’s initial public offering is consummated, the Company will reimburse the Manager for all organizational, formation and offering costs it has incurred on behalf of the Company. The provisions of this Section 9 shall survive the expiration or withholding taxes earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in connection therewithwith such expiration or termination.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the The Company shall pay all of its expenses, and, without limiting expenses and shall reimburse the generality of the foregoing, it is specifically agreed that the following Manager for documented expenses of the Company shall be paid by Manager incurred on its behalf (collectively, the Company "Expenses") excepting those expenses that are specifically the responsibility of the Manager as set forth herein. Such costs and reimbursements shall not be paid by in amounts which are greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm's-length basis. Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the ManagerCompany's, together with the following: (ai) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuanceissuance and transaction costs incident to the acquisition, distributiondisposition and financing of Assets; (ii) costs of legal, transfertax, tradingaccounting, registration third party administrators for the establishment and listing maintenance of the books and records, consulting, auditing, administrative and other similar services rendered for the Company and the Subsidiaries by providers retained by the Manager or, if provided by the Manager's personnel, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm's-length basis; (iii) the compensation and expenses of the Company’s securities on 's directors and the Stock Exchange, including transfer agent’s, registrar’s cost of liability insurance to indemnify the Company's directors and indenture trustee’s fees and chargesofficers; (div) expenses costs associated with the establishment and maintenance of organizing, restructuring, reorganizing or liquidating any of the Company's repurchase agreements, resecuritizations, securitizations, warehouse facilities, bank credit facilities (including term loans and revolving facilities) or other indebtedness of revisingthe Company (including commitment fees, amendingaccounting fees, converting legal fees, closing and other similar costs) or modifying any of the Company’s 's or any Subsidiary's organizational documentsexpenses and securities offerings; (ev) fees and travel and other expenses paid connected with communications to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf holders of the Company's or any Subsidiary's securities and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company's stock on any exchange, the fees payable by the Company to any such exchange in connection with its listing, and the costs of preparing, printing and mailing the Company's annual report to its stockholders and proxy materials with respect to any meeting of the Company's stockholders; (fvi) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third party vendors that is used for the Company and the Subsidiaries; (vii) expenses directly connected incurred by managers, officers, personnel and agents of the Manager for travel on the Company's behalf and other out-of-pocket expenses incurred by managers, officers, personnel and agents of the Manager in connection with the investigationpurchase, acquisitionfinancing, disposition or ownership of real estate interests refinancing, sale or other property disposition of an Asset or establishment and maintenance of any repurchase agreements, resecuritizations, securitizations, warehouse facilities, bank credit facilities (including third party property diligence coststerm loans and revolving facilities) or any of the Company's or any of the Subsidiary's organizational expenses and securities offerings; (viii) costs and expenses incurred with respect to market information systems and publications, appraisal reportingresearch publications, and materials and settlement, clearing and custodial fees and expenses; (ix) compensation and expenses of the Company's custodian and transfer agent, if any; (x) the costs of foreclosuremaintaining compliance with all federal, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement state and local management of property), rules and regulations or any other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 aboveregulatory agency; (gxi) all taxes and license fees; (xii) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which operation of the Company is a partyCompany's business; (hxiii) costs and expenses incurred in contracting with third parties, including affiliates of the Manager, for the servicing and special servicing of the assets of the Company and the Subsidiaries; (xiv) all other costs and expenses relating to the business operations of the Company and the Subsidiaries, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assets, including appraisal, reporting, audit and legal fees; (xv) expenses relating to any office(s) or office facilities, including, but not limited to, disaster backup recovery sites and facilities, maintained for the Company and the Subsidiaries or Assets separate from the office or offices of the Manager; (xvi) expenses connected with the payments of interest, dividends or interest or contributions distributions in cash or any other form made authorized or caused to be made by the Trustees Board of Directors to or on account of holders of securities of the Company's or any Subsidiary's securities, including, without limitation, in connection with any dividend reinvestment plan; (ixvii) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency; (xviii) expenses incurred in connection with obtaining and maintaining the insurance coverage referred to in Section 7(e) above; and (xix) all other expenses connected actually incurred by the Manager (except as described below) which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. Except as provided in Section 2(f) of this Agreement, the Company shall have no obligation to reimburse the Manager or its affiliates for the salaries and other compensation of the Manager's personnel who provide services to the Company under this Agreement except that, the Company shall reimburse the Manager for (1) the Company's allocable share of the compensation paid to the Manager's personnel serving as the Company's Chief Financial Officer based on the percentage of his or her time spent managing the Company's affairs and (2) the allocable share of the compensation of personnel hired by the Manager who are dedicated primarily to the Company. The Company's share of such costs shall be based upon the percentage of time devoted by such personnel of the Manager to the Company's and its Subsidiaries' affairs. The Manager shall provide the Company with communications such written detail as the Company may reasonably request to holders support the determination of securities the Company's share of such costs. In addition, the Company will be required to pay the Company's pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its affiliates required for the operations of the Company and other bookkeeping the Subsidiaries. These expenses will be allocated between the Manager and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, Company based on the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders ratio of the Company’s securities; (j) legal's proportion of gross assets compared to all remaining gross assets managed or held by the Manager as calculated at each fiscal quarter end. The Manager and the Company will modify this allocation methodology, accounting subject to the Independent Directors' approval, if the allocation becomes inequitable, based on significant leverage differences between the Company and auditing fees the Manager's other funds and expensesclients. The Manager may, other than those described at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in subsection (c) above; (k) filing and recording fees for regulatory future periods. The provisions of this Section 9 shall survive the expiration or governmental filings, approvals and notices earlier termination of this Agreement to the extent not otherwise covered by any of the foregoing items of this Section 16; (l) such expenses relating to any office have previously been incurred or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes are incurred in connection therewithwith such expiration or termination.

Expenses of the Company. Except as expressly otherwise provided in this AgreementSection 14, the Company shall pay all its expensescosts and expenses and shall reimburse the Manager or its Affiliates, as applicable, for all costs and expenses of the Company’s operations, and, without limiting the generality of the foregoing, it is specifically agreed that the following costs and expenses of the Company shall be paid by the Company and shall not be paid by the ManagerManager or its Affiliates: (a) costs associated with establishing and maintaining any of the cost of borrowed moneyCompany’s repurchase agreements, bank credit facilities (including term loans and revolving facilities), other financing arrangements or other indebtedness (including commitment fees, accounting fees, legal fees, closing and other similar costs); (b) taxes on income and the Company’s taxes and assessments on real and personal property, if any, and all other taxes and assessments applicable to the Company; (c) legal, auditing, accounting, tax planning and tax return preparation fees and expenses, and other fees and expenses for professional services; (d) underwriting, brokerage, listing, reporting, registration and other fees, fees and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s securities on the Stock Exchangeany securities exchange, including the fees and charges of any printer, engraver, transfer agent’s, registrar’s registrar and indenture trustee’s fees and charges; (de) expenses of organizing, restructuring, reorganizing or liquidating the CompanyCompany or any of its subsidiaries, or of revising, amending, converting or modifying the Company’s or any of its subsidiary’s organizational documents; (ef) fees and travel and other expenses paid or reimbursed to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid or reimbursed to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company; (fg) all costs and expenses directly connected with relating to the investigationCompany’s business operations, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reportingincluding, the costs and expenses of investigating, conducting diligence, acquiring, negotiating, structuring, owning, protecting, maintaining, developing and disposing of investments (whether or not consummated), including the costs of appraisals or other valuation services, foreclosure, insurance premiums, accounting, tax, legal and other professional services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 aboveproperty or investment management; (gh) all insurance costs incurred in connection with the Company (Company, including officer directors and trustee officers liability insurance) , or in connection with any Trustee or officer and trustee indemnity agreement to which the Company is a party; (hi) expenses connected with related to payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees Board to holders of securities of the Company; (ij) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining maintain relations with holders of securitiessecurities of the Company, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s securities; (j) legal, accounting securities and auditing fees and other investor relations expenses, other than those described in subsection (c) above; (k) filing and recording fees for regulatory or governmental filings, approvals and notices notices; (l) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) by or before any court or governmental agency against the Company; (m) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) by or before any court or governmental agency against any Person in his, her or its capacity as a Trustee, director, partner, member or officer of the Company, except to the extent not otherwise covered by any permitted pursuant to Maryland Law, the Declaration of the foregoing items of Trust or this Section 16Agreement; (ln) expenses relating to any office or office facilities maintained by (including disaster backup recovery sites and facilities) for the Company separate from the Company, including but not limited to rent, telephone, utilities, office of the Manager; andfurniture, equipment, machinery and other overhead type expenses; (mo) the Company’s allocable share of costs and expenses incurred with respect to market information systems and publications, research publications and materials, including news research and quotation equipment and services; (p) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to any officers or employees of the Manager or any of its employeesAffiliates, if any, and payment of any employment or withholding taxes in connection therewith; and (q) all other expenses actually incurred by the Manager or any of its Affiliates (except as otherwise specified herein) which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. The Company acknowledges and agrees that concurrently with entering into this Agreement, the Manager will enter into a shared services agreement pursuant to which RMR will provide the Manager with certain facilities, technology and services and with access to the full scope of real estate and public company operations services and expertise available within RMR for use by the Manager in conducting the Company’s operations. The Company agrees to reimburse the Manager for the shared services costs that the Manager pays to RMR and its affiliates under this shared services agreement, as approved by a majority of the Independent Trustees at least annually. The shared services costs paid by the Manager to RMR and its affiliates under this shared services agreement will include an allocation of RMR’s costs of rent, utilities, office furniture, equipment, machinery, facilities, and other overhead type expenses, the costs of legal, accounting, audit, tax planning and tax return preparation, consulting services, diligence related to the Company’s investments, investor relations and other professional services, personnel and support services shared by the Manager.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the The Company shall pay all of its expenses, and, without limiting expenses and shall reimburse the generality of the foregoing, it is specifically agreed that the following Manager for documented expenses of the Company shall be paid by Manager incurred on its behalf (collectively, the Company “Expenses”) excepting those expenses that are specifically the responsibility of the Manager as set forth herein. Expenses include all costs and shall not be paid by expenses which are expressly designated elsewhere in this Agreement as the ManagerCompany’s, together with the following: (ai) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuanceissuance and transaction costs incident to the acquisition, distributiondisposition and financing of Assets; (ii) costs of legal, transfertax, tradingaccounting, registration third party administrators for the establishment and listing maintenance of the books and records, consulting, auditing, administrative and other similar services rendered for the Company and the Subsidiaries by providers retained by the Manager; (iii) the compensation and expenses of the Company’s securities on directors and the Stock Exchangeallocable share of cost of liability insurance under a universal insurance policy covering the Manager, including transfer agent’s, registrarits Affiliates and/or the Company to indemnify the Company’s directors and indenture trustee’s fees officers and chargesin connection with obtaining and maintaining the insurance coverage referred to in Section 7(c) of this Agreement; (div) expenses costs associated with the establishment and maintenance of organizing, restructuring, reorganizing or liquidating the Company, or any of revising, amending, converting or modifying the Company’s organizational documentscredit facilities, repurchase agreements, and securitization vehicles or other indebtedness of the Company (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any of the Company’s or any Subsidiary’s securities offerings (including the Initial Public Offering); (ev) fees and travel and other expenses paid to Trustees and officers of in connection with the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultantsapplication for, and other agents and independent contractors employed participation in, programs established by or on behalf the U.S. government; (vi) expenses connected with communications to holders of the Company’s or any Subsidiary’s securities and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange, the fees payable by the Company to any such exchange in connection with its listing, and the costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the Company’s stockholders; (fvii) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors that is used for the Company and the Subsidiaries; (viii) expenses directly connected incurred by managers, officers, personnel and agents of the Manager for travel on the Company’s behalf and other out-of-pocket expenses incurred by managers, officers, personnel and agents of the Manager in connection with the investigationpurchase, acquisitionfinancing, disposition or ownership of real estate interests refinancing, sale or other property disposition of an Asset or establishment and maintenance of any of the Company’s credit facilities, repurchase agreements, securitization vehicles and borrowings under programs established by the U.S. government or any of the Company’s or any of the Subsidiary’s securities offerings (including third party property diligence coststhe Initial Public Offering); (ix) costs and expenses incurred with respect to market information systems and publications, appraisal reportingpricing and valuation services, research publications, and materials and settlement, clearing and custodial fees and expenses; (x) compensation and expenses of the Company’s custodian and transfer agent, if any; (xi) the costs of foreclosuremaintaining compliance with all federal, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement state and local management of property), rules and regulations or any other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 aboveregulatory agency; (gxii) all taxes and license fees; (xiii) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which operation of the Company is a partyCompany’s business; (hxiv) costs and expenses incurred in contracting with third parties, including Affiliates of the Manager, for the servicing and special servicing of the assets of the Company and the Subsidiaries; (xv) all other costs and expenses relating to the business operations of the Company and the Subsidiaries, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assets, including appraisal, reporting, audit and legal fees; (xvi) expenses relating to any office(s) or office facilities, including, but not limited to, disaster backup recovery sites and facilities, maintained for the Company and the Subsidiaries or Assets separate from the office or offices of the Manager; (xvii) expenses connected with the payments of interest, dividends or interest or contributions distributions in cash or any other form made authorized or caused to be made by the Trustees Board of Directors to holders or on account of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s or any Subsidiary’s securities, including, without limitation, in connection with any dividend reinvestment plan; (jxviii) legalany judgment or settlement of pending or threatened proceedings (whether civil, accounting and auditing fees and expensescriminal or otherwise), other than those described including any costs or expenses in subsection (c) aboveconnection therewith, against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency; (kxix) filing all costs and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from the office development and management of the ManagerCompany’s website; and (mxx) the costs and all other expenses of all equity award or compensation plans or arrangements established actually incurred by the Company, including Manager (except as described below) which are reasonably necessary for the value of awards made performance by the Manager of its duties and functions under this Agreement. The Company shall have no obligation to reimburse the Manager or its employeesAffiliates for the salaries and other compensation of the Manager’s investment professionals who provide services to the Company under this Agreement except that, if anythe Company shall reimburse the Manager or its Affiliates, and payment as applicable, for the Company’s allocable share of the compensation, including without limitation, annual base salary, bonus, any employment or related withholding taxes and employee benefits, paid to (1) the Manager’s personnel serving as the Company’s chief financial officer based on the percentage of his or her time spent managing the Company’s affairs and (2) other corporate finance, tax, accounting, internal audit, legal, risk management, operations, compliance and other non-investment personnel of the Manager and its Affiliates who spend all or a portion of their time managing the Company’s affairs. The Company’s share of such costs shall be based upon the percentage of time devoted by such personnel of the Manager or its Affiliates to the Company’s and its Subsidiaries’ affairs. The Manager shall provide the Company with such written detail as the Company may reasonably request to support the determination of the Company’s share of such costs. In addition, the Company, at the option of the Manager, shall be required to pay the Company’s pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses attributable to the personnel of the Manager and its Affiliates required for the operations of the Company and the Subsidiaries. These expenses will be allocated to the Company based upon the percentage of time devoted by such personnel of the Manager or its Affiliates to the Company’s and its Subsidiaries’ affairs as calculated at each fiscal quarter end. The Manager and the Company may modify this allocation methodology, subject to the Independent Directors’ approval. The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. In the event that the Company’s Initial Public Offering is consummated, the Company will reimburse the Manager for all organizational, formation and offering costs it has incurred on behalf of the Company. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in connection therewithwith such expiration or termination.

Expenses of the Company. Except (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as expressly otherwise provided in this Agreement, the contemplated by Section 9(b)(iii)). (b) The Company shall pay all of its expensesexpenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (the “Expenses”), and, without excepting those expenses that are specifically the responsibility of the Manager as set forth herein. Without limiting the generality of the foregoing, it is specifically agreed that Expenses include, but are not limited to, the following expenses of the Company shall be paid by the Company and shall not be paid by the Managerfollowing: (ai) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuanceissuance and transaction costs incident to the acquisition, distributiondisposition and financing of Assets; (ii) costs of legal, transfertax, tradingaccounting, registration consulting, auditing, administrative and listing other similar services rendered for the Company and its Subsidiaries by third party providers retained by the Manager. (iii) the compensation of the Independent Directors and expenses of the Company’s securities on directors and the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses cost of organizing, restructuring, reorganizing or liquidating liability insurance to indemnify the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees directors and officers of the Company in their capacities as such (but not in their capacities as officers or employees of Company, its Subsidiaries and the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company; (fiv) expenses directly connected costs associated with the investigation, acquisition, disposition or ownership establishment and maintenance of real estate interests any credit facilities or other property indebtedness of the Company and its Subsidiaries (including third party property diligence costscommitment fees, appraisal reporting, the costs of foreclosure, insurance premiumsaccounting fees, legal servicesfees, brokerage closing and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees similar costs) or any securities offerings of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 aboveCompany and its Subsidiaries; (gv) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary to in maintaining relations with holders of securitiessuch securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including including, without limitation, all costs of preparing and filing required reports with the cost of Securities and Exchange Commission, the costs payable by the Company to any transfer agent, agent and registrar in connection with the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders listing and/or trading of the Company’s securitiesstock on any exchange or other market center, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company; (jvi) legalcosts associated with any computer software or hardware, accounting electronic equipment or purchased information technology services from third-party vendors that is used solely for the Company and auditing its Subsidiaries; (vii) expenses incurred by managers, officers, employees and agents of the Manager for travel on behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of the Company and its Subsidiaries; (viii) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses, other than those described in subsection (c) above; (kix) filing compensation and recording fees expenses of the custodian and transfer agent of the Company and its Subsidiaries, if any; (x) costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency; (xi) all taxes and license fees; (xii) all insurance costs incurred in connection with the operation of the business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16corporate efficiency reasons; (lxiii) costs and expenses incurred in contracting with third parties for the servicing and special servicing of assets of the Company and its Subsidiaries; (xiv) all other costs and expenses relating to the business and investment operations of the Company and its Subsidiaries, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assets, including appraisal, reporting, audit and legal fees; (xv) expenses relating to any office office(s) or office facilities facilities, including but not limited to disaster backup recovery sites and facilities, maintained by for the Company and its Subsidiaries or Assets separate from the office or offices of the Manager; (xvi) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan; (xvii) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency; (xviii) all rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and its Subsidiaries; and (mxix) the costs and all other expenses of all equity award or compensation plans or arrangements established actually incurred by the Company, including Manager which are reasonably necessary for the value of awards made performance by the Company Manager of its duties and functions under this Agreement. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the Manager extent such expenses have previously been incurred and have not yet been paid or its employees, if any, and payment of any employment or withholding taxes are incurred in connection therewithwith such expiration or termination.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all its expensesexpenses not payable by the Manager, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the Manager: (a) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and stock exchange listing of the Company’s securities on the Stock Exchangesecurities, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating terminating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 13 above; (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s securities; (j) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above; (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 1614; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith.

Expenses of the Company. Except as expressly otherwise provided in this Agreementa. The OP, on its own behalf and on behalf of the Company Company, shall pay all its of the Advisees’ expenses, and, without . Without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company an Advisee shall be paid by the OP on its own behalf or on behalf of the Company and shall not be paid borne by the ManagerAdvisor unless such expense is a fee or other service for which the Advisor is otherwise receiving a fee from the Advisees: (ai) the cost of money borrowed moneyby the Advisee; (bii) all taxes applicable to the Advisee including, without limitation, taxes on income and taxes and on assessments on of real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (eiii) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, independent contractors, unaffiliated mortgage servicers, consultants, managers and other agents and independent contractors employed by or on no behalf of the CompanyAdvisee; (fiv) Acquisition Expenses and expenses directly connected with the investigation, acquisition, ownership and disposition or ownership of real estate interests property or other investments, and with the purchase or origination of real property and mortgage investments (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissionscommission, maintenance, repair, repair and improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 above; (gv) all expenses of maintaining and managing real estate equity interests, processing and servicing mortgage and other loans and managing the Advisee’s other investments; (vi) insurance costs incurred coverage in connection with the Company business of the Advisee (including officer officers’, directors’ and trustee partners’ liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party); (hvii) the expenses of dissolving and liquidating the Advisee or revising, amending or modifying its organizational documents; (viii) expenses connected with payments of dividends or interest or contributions distribution in cash or any other form made or caused to be made by the Trustees Board of Directors to holders the stockholders or partners, as the case may be, of securities of the Company;such Advisee. (iix) all expenses connected with communications to holders of securities of stockholders or partners, as the Company case may be, and other bookkeeping and clerical work necessary to in maintaining relations with holders of securitiesthe stockholders or partners, as the case may be, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing certificates for securities and securities, proxy solicitation materials and reports to holders of the CompanyAdvisee’s securities; (jx) the cost of any accounting, statistical or bookkeeping equipment necessary for the maintenance of the books and records of the Advisee; (xi) transfer agent’s and registrar’s fees and charges; and (xii) other legal, accounting and auditing fees and expenses as well as any costs incurred in connection with any litigation in which the Advisee is involved and the examination, investigation or other proceedings conducted by any regulatory agency with respect to the Advisee. b. The Advisor shall bear the expenses it incurs in connection with performing its duties under the advisory agreement. These include salaries and fringe benefits of its directors and officers and travel and other administrative expenses of its directors or officers. c. The OP shall reimburse the Advisor and its Affiliates on its own behalf or on behalf of the Company for (i) advertising expenses, other than those described in subsection expense reimbursements, and legal and accounting fees; (cii) above; the actual cost of goods and materials used by the Advisees and obtained from entities not affiliated with the Advisor; (kiii) filing and recording fees administrative services (including personnel costs; provided, however, that no reimbursement shall be made for regulatory or governmental filings, approvals and notices costs of personnel to the extent that such personnel perform services in transactions for which the Advisor receives a separate fee); (iv) acquisition expenses, which include travel and expenses related to the selection and acquisition of properties, whether or not otherwise covered acquired, for goods and services provided by any of the foregoing Advisor; (v) rent, leasehold improvement costs, utilities or other administrative items of this Section 16; generally constituting Advisor’s overhead; and (lvi) expenses relating related to negotiating and servicing mortgage loans. In no event shall the OP reimburse the Advisor for any office or office facilities maintained by services for which the Company Advisor shall receive a separate from fee. The amounts charged to an Advisee for services performed shall not exceed the office lesser of the Manager; and (ma) the costs and actual cost of such services, or (b) the amount which such Advisee would be required to pay to independent parties for comparable services. d. Notwithstanding the foregoing, reimbursements of expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewithfees under this Agreement will be subject to approval by the Board of Directors (including the approval of the majority of Independent Directors).

Expenses of the Company. Except as expressly otherwise provided in this Agreement, Authorized for the Managing Member. The Company shall pay all its expenses, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company Company, and shall are not be paid by the ManagerManaging Member: (a) the cost of borrowed money, including the repayment of funds borrowed by the Company (if any), interest thereon and all other costs, fees and expenses in connection with such borrowings; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company and its investments; c) employment expenses of the personnel or independent contractors employed by the Company (including the members of the Company’s Board of Directors), including, but not limited to, salaries, wages, payroll taxes, fees and the cost of employee benefit plans; d) rent, telephone, utilities, office furniture, equipment and machinery (including computers, to the extent utilized), and other office expenses of the Company; (ce) miscellaneous administrative expenses incurred in supervising and monitoring the leases, the real estate assets, and other investments of the Company, or relating to their performance; f) routine accounting fees and expenses; g) routine expenses directly connected with the acquisition, disposition, ownership and management of real estate interests or other property. h) travel and other expenses of directors of the Company; i) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration registration, and other fees, and printing, engraving engraving, and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration registration, and stock exchange listing of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s securities; j) fees and charges; (d) expenses paid to members of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; Board of Directors (e) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to when established), independent advisors, contractors, mortgage servicers, consultants, managers, local property inspectors and other agents and independent contractors employed by or on behalf of the Company; (fk) extraordinary, non-routine expenses directly connected with the investigation, acquisition, disposition or disposition, and ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosureeviction and exercise of all other remedies, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of propertyimprovement), other than expenses with respect thereto of employees ; l) insurance as required by the Members of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 aboveCompany’s Board of Directors (including Directors’ liability insurance); (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (hm) expenses connected with payments of dividends dividends, or interest interest, or contributions distributions in cash cash, or any other form made or caused to be made by the Trustees Managing Member (or the Company’s Board of Directors) to holders of securities of the Company; (in) all expenses connected with communications to holders of securities of the Company and the other bookkeeping and clerical work necessary to in maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s securities; (jo) transfer agents’, registrars’, dividend / profit share reinvestment agents’, and indenture trustees’ fees and charges; and p) legal, accounting escrow and auditing fees and expenses, other than those described in subsection (c) above; (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any professional expenses of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the (a) The Company shall pay all of its expenses, and, without limiting expenses and shall reimburse the generality of the foregoing, it is specifically agreed that the following Manager for documented expenses of the Company shall be paid by Manager incurred on its behalf (collectively, the Company “Expenses”). Expenses include all costs and shall not be paid by expenses that are expressly designated elsewhere in this Agreement as the ManagerCompany’s, together with the following: (ai) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuanceissuance and transaction costs incident to the acquisitions, distributiondisposition and financing of Investments; (ii) travel and other out-of-pocket expenses incurred by managers, transferofficers, tradingemployees and agents of the Manager in connection with the purchase, registration financing, refinancing, sale or other disposition, or asset management of an Investment; (iii) costs of legal, accounting, tax, auditing, administrative and listing other services rendered for the Company by providers retained by the Manager in accordance with the terms of this Agreement or, if provided by the Manager’s employees in accordance with the terms of this Agreement, in amounts that are no greater than those that would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis; (iv) the compensation and expenses of the Independent Directors and the cost of liability insurance to indemnify the Company’s directors and officers; (v) compensation and expenses of the Company’s securities on the Stock Exchange, including custodian and transfer agent’s, registrar’s and indenture trustee’s fees and chargesif any; (dvi) expenses costs associated with the establishment and maintenance of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel any credit facilities and other expenses paid to Trustees and officers indebtedness of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel including commitment fees, legal fees, closing and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by costs) or on behalf any securities offerings of the Company; (fvii) expenses directly connected costs associated with any computer software or hardware that is used solely for the investigation, acquisition, disposition or ownership of real estate interests or Company; (viii) all other property (including third party property diligence costscosts and expenses relating to the Company’s business and investment operations, appraisal reportingincluding, without limitation, the costs and expenses of foreclosureacquiring, insurance premiumsowning, protecting, maintaining, developing, operating and disposing of Investments, including appraisal, reporting, audit and legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 abovefees; (gix) all insurance costs incurred in connection with the Company (including officer operation of the Company’s business except for the costs attributable to the insurance that the Manager elects to carry for itself and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a partyits employees; (hx) expenses relating to any office or office facilities maintained for the Company or Investments separate from the office or offices of the Manager; (xi) expenses connected with the payments of interest, dividends or interest or contributions distributions in cash or any other form made or caused to be made by the Trustees Board of Directors to or on account of the holders of securities of the CompanyCompany or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan; (ixii) all third party expenses connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary to in maintaining relations with holders of securitiessuch securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including including, without limitation, all costs of preparing and filing required reports with the cost of Securities and Exchange Commission, the costs payable by the Company to any transfer agent, agent and registrar in connection with the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders listing and/or trading of the Company’s securitiesstock on any exchange, the fees payable by the Company to any such exchange in connection with its listing, and costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company; (jxiii) legal, accounting and auditing fees and expenses, all other than those described third party expenses actually incurred by the Manager in subsection (c) above; (k) filing and recording fees for regulatory or governmental filings, approvals and notices to accordance with the extent not otherwise covered by any of the foregoing items terms of this Section 16; (l) expenses relating to any office or office facilities maintained Agreement that are reasonably necessary for the performance by the Company separate from the office Manager of the Managerits duties and functions under this Agreement; and (mb) Without regard to the costs amount of compensation received under this Agreement by the Manager, the Manager shall bear the following expenses, except as expressly set forth otherwise herein: (i) wages and salaries of the Manager’s officers and employees; (ii) rent attributable to the space occupied by the Manager; and (iii) all other “overhead” expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewithManager.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the The Company shall pay all of its expenses, expenses and shall reimburse the Advisor for its expenses as provided in Sections 9 and 10 hereof and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company: a) To the extent the Advisor is not expressly required to pay such expenses pursuant to this Agreement, salaries and other employment expenses of the personnel employed by the Company, Directors’ fees and expenses incurred in attending Directors meetings, travel and other expenses incurred by Directors, officers and employees of the Company and shall not be paid by the Manager: (a) the cost of borrowed moneyDirectors’ liability insurance; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other The cost of borrowed moneys; c) All taxes applicable to the Company; (cd) legalLegal, accounting, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the organization or termination of the Company, the issuance, distribution, transfer, trading, registration and stock exchange or quotation system listing of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and chargessecurities; (d) expenses of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees Fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, independent contractors, mortgage servicersthe Management Agent, consultants, managers and other agents and independent contractors employed directly by the Company or on behalf by the Advisor at the Company’s request for the account of the CompanyCompany or by Affiliates of the Advisor, as provided above; (f) expenses directly connected Expenses in connection with the investigation, acquisition, disposition or disposition, leasing and ownership of real estate interests or other property (investments, including third party property diligence coststo the extent not paid by others, appraisal reporting, the costs of foreclosure, insurance premiumsbut not limited to, legal fees and other expenses of professional services, maintenance, repair and improvement of property and brokerage and sales commissions, maintenance, repair, improvement expenses of maintaining and local management of property), other than expenses with respect thereto of employees managing Real Property equity interests (including the fees and charges of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 aboveManagement Agent); (g) all All insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a partyCompany; (h) expenses Expenses connected with payments of dividends or interest or contributions distributions in cash or in any other form made or caused to be made by the Trustees Board of Directors to holders of securities of the Company; (i) all All expenses connected with communications to holders of securities of the Company and the other bookkeeping and clerical work necessary to in maintaining relations with holders of securitiessecurities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s securities; (j) legal, accounting Transfer agent and auditing registrar’s fees and expenses, other than those described in subsection (c) above;charges; and (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16; (l) expenses Expenses relating to any office or office facilities maintained by the Company separate from the office or offices of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewithAdvisor.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the The Company shall pay all of its expensesexpenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf, andincluding any expenses of the Manager incurred prior to the Company’s initial public offering (collectively, without the “Expenses”), excepting those expenses that are specifically the responsibility of the Manager as set forth herein. Without limiting the generality of the foregoing, it is specifically agreed that expenses include, but are not limited to, the following expenses of the Company shall be paid by the Company and shall not be paid by the Managerfollowing: (a) expenses in connection with the cost issuance and transaction costs incident to the acquisition, disposition and financing of borrowed moneyAssets; (b) taxes on income costs of legal, tax, accounting, consulting, auditing, administrative and taxes other similar services rendered for the Company and assessments on real and personal propertyits Subsidiaries by providers retained by the Manager or, if anyprovided by the Manager’s employees, and all other taxes applicable in amounts which are no greater than those which would be payable to the Companyoutside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration the compensation of the Independent Directors and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s securities on directors and the Stock Exchange, including transfer agent’s, registrar’s cost of liability insurance to indemnify the directors and indenture trustee’s fees officers of the Company and chargesits Subsidiaries; (d) expenses costs associated with the establishment and maintenance of organizingany credit facilities or other indebtedness of the Company and its Subsidiaries (including commitment fees, restructuringaccounting fees, reorganizing legal fees, closing and other similar costs) or liquidating any securities offerings of the Company, or of revising, amending, converting or modifying the Company’s organizational documentsCompany and its Subsidiaries; (e) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 above; (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary to in maintaining relations with holders of securitiessuch securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including including, without limitation, all costs of preparing and filing required reports with the cost of Securities and Exchange Commission, the costs payable by the Company to any transfer agent, agent and registrar in connection with the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders listing and/or trading of the Company’s securitiesstock on any exchange or other market center, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company; (f) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors that is used solely for the Company and its Subsidiaries; (g) expenses incurred by managers, officers, employees and agents of the Manager for travel on behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of the Company and its Subsidiaries; (h) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses; (i) compensation and expenses of the custodian and transfer agent of the Company and its Subsidiaries, if any; (j) legalthe costs of maintaining compliance with all federal, accounting state and auditing fees local rules and expenses, regulations or any other than those described in subsection (c) aboveregulatory agency; (k) filing all taxes and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16license fees; (l) expenses relating to any office or office facilities maintained by all insurance costs incurred in connection with the operation of the business of the Company separate from and its Subsidiaries except for the office of costs attributable to the Manager; andinsurance that the Manager elects or is required by Section 7(e) to carry for itself and its employees; (m) costs and expenses incurred in contracting with third parties, including Affiliates of the Manager, for the servicing and special servicing of assets of the Company and its Subsidiaries; (n) all other costs and expenses relating to the business and investment operations of the Company and its Subsidiaries, including, without limitation, the costs and expenses of all equity award or compensation plans or arrangements established by the Companyacquiring, owning, protecting, maintaining, developing and disposing of Assets, including appraisal, reporting, audit and legal fees; (o) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the value Company and its Subsidiaries or Assets separate from the office or offices of awards the Manager; (p) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan; (q) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency; and (r) all other expenses actually incurred by the Manager which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. In addition, the Company will be required to pay the pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company and its Subsidiaries of the Manager and its Affiliates required for the operations of the Company and its Subsidiaries. These expenses will be allocated between the Manager and the Company based on the ratio of the proportion of gross assets of the Company and its Subsidiaries compared to all remaining gross assets managed by the Manager as calculated at each quarter end. The Manager and the Company will modify this allocation methodology, subject to the Manager or its employeesBoard of Directors’ approval if the allocation becomes inequitable (i.e., if anythe Company becomes highly leveraged compared to the Manager’s other funds and accounts). The Manager hereby waives its right to request reimbursement from the Company of these expenses until such time as it determines to rescind that waiver. The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. Except as noted above, the Manager is responsible for all costs and payment expenses incident to the performance of any employment its duties under this Agreement, including compensation of the Manager’s executives and employees and other related expenses and overhead. In the event that the Company’s initial public offering is consummated, the Company will reimburse the Manager for all organizational, formation and offering costs and expenses it has incurred on behalf of the Company. The provisions of this Section 9 shall survive the expiration or withholding taxes earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection therewithwith such expiration or termination.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the The Company shall pay all of its expenses, expenses and shall reimburse the Advisor for its expenses as provided in Sections 9 and 10 hereof and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the ManagerCompany: (a) To the extent the Advisor is not expressly required to pay such expenses pursuant to this Agreement, salaries and other employment expenses of the personnel employed by the Company, Directors' fees and expenses incurred in attending Directors meetings, travel and other expenses incurred by Directors, officers and employees of the Company and the cost of borrowed moneyDirectors' liability insurance; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other The cost of borrowed moneys; (c) All taxes applicable to the Company; (cd) legalLegal, accounting, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the organization or termination of the Company, the issuance, distribution, transfer, trading, registration and stock exchange or quotation system listing of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents's securities; (e) fees Fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, independent contractors, mortgage servicersthe Management Agent, consultants, managers and other agents and independent contractors employed directly by the Company or on behalf by the Advisor at the Company's request for the account of the CompanyCompany or by Affiliates of the Advisor, as provided above; (f) expenses directly connected Expenses in connection with the investigation, acquisition, disposition or disposition, leasing and ownership of real estate interests or other property (investments, including third party property diligence coststo the extent not paid by others, appraisal reporting, the costs of foreclosure, insurance premiumsbut not limited to, legal fees and other expenses of professional services, maintenance, repair and improvement of property and brokerage and sales commissions, maintenance, repair, improvement expenses of maintaining and local management of property), other than expenses with respect thereto of employees managing Real Property equity interests (including the fees and charges of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 aboveManagement Agent); (g) all All insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a partyCompany; (h) expenses Expenses connected with payments of dividends or interest or contributions distributions in cash or in any other form made or caused to be made by the Trustees Board of Directors to holders of securities of the Company; (i) all All expenses connected with communications to holders of securities of the Company and the other bookkeeping and clerical work necessary to in maintaining relations with holders of securitiessecurities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s 's securities; (j) legal, accounting Transfer agent and auditing registrar's fees and expenses, other than those described in subsection (c) above;charges; and (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16; (l) expenses Expenses relating to any office or office facilities maintained by the Company separate from the office or offices of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewithAdvisor.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all of its and its Subsidiaries’ expenses, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company and its Subsidiaries shall be paid by the Company or its Subsidiaries and shall not be paid by the Manager: (ai) the cost of borrowed money; (bii) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the CompanyCompany or its Subsidiaries; (ciii) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s or any of its Subsidiaries securities on the Stock Exchangestock exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (div) expenses of organizing, restructuring, reorganizing or liquidating the CompanyCompany or any of its Subsidiaries, or of revising, amending, converting or modifying the Company’s or any of its Subsidiaries’ organizational documents; (ev) fees and travel and other expenses paid to members of the Board of Trustees and officers of the Company or those of individuals in similar positions with any of its Subsidiaries in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the CompanyCompany and its Subsidiaries; (fvi) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 9(a) above; (gvii) all insurance costs incurred in connection with the Company and its Subsidiaries (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company or any of its Subsidiaries is a party; (hviii) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the CompanyCompany or any of its Subsidiaries; (iix) all expenses connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s or its Subsidiaries’ securities; (jx) legal, accounting and auditing fees and expenses, other than expenses in addition to those described in subsection (ciii) above; (kxi) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 169(b); (lxii) expenses relating to any office or office facilities maintained by the Company or its Subsidiaries separate from the office of the Manager; and; (mxiii) software licensing fees and other fees and costs associated with proprietary software and programs used separately by the Company; (xiv) the costs and expenses of all equity award or compensation plans or arrangements established by the CompanyCompany or any of its Subsidiaries, including the value of awards made by the Company or any of its Subsidiaries to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith; and (xv) all other costs and expenses of the Company and its Subsidiaries, other than those to be specifically borne by the Manager pursuant to Section 9(a) above. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to amend or modify the Property Management Agreement.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all its expensesexpenses not assumed by the Advisor; including, andbut not limited to: (a) To the extent the Advisor is not required to pay such expenses pursuant to Section 7 hereof, without limiting the generality of the foregoing, it is specifically agreed that the following salaries and other employment expenses of the Company shall be paid Directors of and personnel employed by the Company and shall not be paid by travel and related expenses of directors, officers and employees of the Manager:Advisor and of Directors, officers and employees of the Company relating to the business and financial affairs of the Company; (ab) the cost of borrowed money; (bc) taxes on income and income, taxes and assessments on real and personal property, if anyassessments against property, and all other taxes and applicable to the Company; (cd) legal, auditingaudit, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and stock exchange listing of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents's securities; (e) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisorsindependent advisers, independent contractors, mortgage servicersconsultants (including investor relations consultants), consultants, managers and other agents and independent contractors employed directly by or on behalf of the CompanyCompany (other than through the Advisor); (f) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne not paid by borrowers from the Manager pursuant to Section 15 aboveCompany, costs of loan administration and mortgage servicing; (g) all insurance costs incurred in connection expenses related to mortgage loans and connected with the Company (including officer acquisition, disposition, leasing and trustee liability insurance) ownership of investments, including, to the extent not paid by others, but not limited to, legal fees and other expenses of professional services; the costs of foreclosure; costs of financings and refinancings; insurance premiums; legal or in connection with any officer accounting services; taxes; title and trustee indemnity agreement to which abstract expenses; brokerage and sales commissions; maintenance, repair or improvement of property; architectural and engineering fees; expenses of managing real property equity interests and appraisal or inspection fees except when performed by employees of the Company is a partyAdvisor; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused related to be made real estate equity interests owned by the Trustees to holders of securities Company, including, but not limited to, insurance premiums; legal or accounting services; architectural and engineering fees; appraisal or inspection fees except when performed by employees of the CompanyAdvisor; taxes; title and abstract expenses; brokerage and sales commissions; management fees and expenses; and costs of financings and refinancings; (i) all other insurance as required by the Directors (including Directors' liability insurance, if any); (j) the expenses of dissolving the Company or of amending the Articles of Incorporation or Bylaws of the Company or of merging the Company with any other entity; (k) expenses connected directly with communications payments to holders of securities of the Company and other bookkeeping and clerical work necessary to in maintaining relations with holders of securitiessecurities and the investment community in general, including the cost of any transfer agent, the cost of preparing, printingprinting and distributing proxy materials, postingreports to shareholders, distributing news releases, and mailing certificates for securities securities, and proxy solicitation materials and reports to holders of the Company’s securities; (j) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above; (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16legal assistance related thereto; (l) transfer agents', registrars', warrant agents', dividend paying agents' and indenture trustees' fees and charges; (m) advertising expenses relating to any office or office facilities maintained by incurred in seeking investments for the Company separate from the office of the ManagerCompany; and (mn) the all costs including but not limited to travel, marketing, seminars, courier, business promotions, entertainment, advertising, office supplies, etc. where such costs are directly attributable and expenses of all equity award or compensation plans or arrangements established by identifiable to the Company's assets, including the value of awards made by the Company to the Manager or its employeesliabilities, if anyoperations, business and payment of any employment or withholding taxes in connection therewithfinancial affairs.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all its expensesexpenses not payable by the Advisor, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the ManagerAdvisor: (a) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and stock exchange listing of the Company’s securities on the Stock Exchangesecurities, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating terminating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the ManagerAdvisor) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the ManagerAdvisor, to the extent that such those expenses are to be borne by the Manager Advisor pursuant to Section 15 11 above; (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s securities; (j) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above;; and (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewithAdvisor.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the The Company shall pay all of its expenses, and, without limiting expenses and shall reimburse the generality of the foregoing, it is specifically agreed that the following Manager for documented expenses of the Company shall be paid by Manager incurred on its behalf (collectively, the Company “Expenses”) excepting those expenses that are specifically the responsibility of the Manager as set forth herein. Expenses include all costs and shall not be paid by expenses which are expressly designated elsewhere in this Agreement as the ManagerCompany’s, together with the following: (ai) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuanceissuance and transaction costs incident to the acquisition, distributiondisposition and financing of Assets; (ii) costs of legal, transfertax, tradingaccounting, registration third party administrators for the establishment and listing maintenance of the books and records, consulting, auditing, administrative and other similar services rendered for the Company and the Subsidiaries by providers retained by the Manager; (iii) the compensation and expenses of the Company’s securities on directors and the Stock Exchangeallocable share of cost of liability insurance under a universal insurance policy covering the Manager, including transfer agent’s, registrarits Affiliates and/or the Company to indemnify the Company’s directors and indenture trustee’s fees officers and chargesin connection with obtaining and maintaining the insurance coverage referred to in Section 7(c) of this Agreement; (div) expenses costs associated with the establishment and maintenance of organizing, restructuring, reorganizing or liquidating the Company, or any of revising, amending, converting or modifying the Company’s organizational documentscredit facilities, repurchase agreements, and securitization vehicles or other indebtedness of the Company (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any of the Company’s or any Subsidiary’s securities offerings (including the Initial Public Offering); (ev) fees and travel and other expenses paid connected with communications to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf holders of the Company’s or any Subsidiary’s securities and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange, the fees payable by the Company to any such exchange in connection with its listing, and the costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the Company’s stockholders; (fvi) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors that is used for the Company and the Subsidiaries; (vii) expenses directly connected incurred by managers, officers, personnel and agents of the Manager for travel on the Company’s behalf and other out-of-pocket expenses incurred by managers, officers, personnel and agents of the Manager in connection with the investigationpurchase, acquisitionfinancing, disposition or ownership of real estate interests refinancing, sale or other property disposition of an Asset or establishment and maintenance of any of the Company’s credit facilities, repurchase agreements, securitization vehicles or any of the Company’s or any of the Subsidiary’s securities offerings (including third party property diligence coststhe Initial Public Offering); (viii) costs and expenses incurred with respect to market information systems and publications, appraisal reportingpricing and valuation services, research publications and materials, and settlement, clearing and custodial fees and expenses; (ix) compensation and expenses of the Company’s custodian and transfer agent, if any; (x) the costs of foreclosuremaintaining compliance with all federal, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement state and local management of property), rules and regulations or any other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 aboveregulatory agency; (gxi) all taxes and license fees; (xii) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which operation of the Company is a partyCompany’s business; (hxiii) costs and expenses incurred in contracting with third parties, including Affiliates of the Manager, for the servicing and special servicing of the Assets; (xiv) all other costs and expenses relating to the business operations of the Company and the Subsidiaries, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assets, including appraisal, reporting, audit and legal fees; (xv) expenses relating to any office(s) or office facilities, including, but not limited to, disaster backup recovery sites and facilities, maintained for the Company and the Subsidiaries or Assets separate from the office or offices of the Manager; (xvi) expenses connected with the payments of interest, dividends or interest or contributions distributions in cash or any other form made authorized or caused to be made by the Trustees Board of Directors to holders or on account of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s or any Subsidiary’s securities, including, without limitation, in connection with any dividend reinvestment plan; (jxvii) legalany judgment or settlement of pending or threatened proceedings (whether civil, accounting and auditing fees and expensescriminal or otherwise), other than those described including any costs or expenses in subsection (c) aboveconnection therewith, against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency; (kxviii) filing all costs and recording fees for regulatory or governmental filings, approvals and notices expenses relating to the extent not otherwise covered by any development and management of the foregoing items of this Section 16Company’s website; (lxix) the allocable share of expenses relating under a universal insurance policy covering the Manager, Apollo or their Affiliates in connection with obtaining and maintaining “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property, asset and investment managers performing functions similar to any office or office facilities those of the Manager in an amount which is comparable to that customarily maintained by the Company separate from the office other managers or servicers of the Managersimilar assets; and (mxx) the costs and all other expenses of all equity award or compensation plans or arrangements established actually incurred by the Company, including Manager (except as described below) which are reasonably necessary for the value of awards made performance by the Manager of its duties and functions under this Agreement. The Company shall have no obligation to reimburse the Manager or its employeesAffiliates for the salaries and other compensation of the Manager’s investment professionals who provide services to the Company under this Agreement except that, if anythe Company shall reimburse the Manager or its Affiliates, and payment as applicable, for the Company’s allocable share of the compensation, including without limitation, annual base salary, bonus, any employment or related withholding taxes and employee benefits, paid to (1) the Manager’s personnel serving as the Company’s chief financial officer based on the percentage of his or her time spent managing the Company’s affairs and (2) other corporate finance, tax, accounting, internal audit, legal, risk management, operations, compliance and other non-investment personnel of the Manager and its Affiliates who spend all or a portion of their time managing the Company’s affairs. The Company’s share of such costs shall be based upon the percentage of time devoted by such personnel of the Manager or its Affiliates to the Company’s and its Subsidiaries’ affairs. The Manager shall provide the Company with such written detail as the Company may reasonably request to support the determination of the Company’s share of such costs. In addition, the Company, at the option of the Manager, shall be required to pay the Company’s pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses attributable to the personnel of the Manager and its Affiliates required for the operations of the Company and the Subsidiaries. These expenses will be allocated to the Company based upon the percentage of time devoted by such personnel of the Manager or its Affiliates to the Company’s and its Subsidiaries’ affairs as calculated at each month end. The Manager and the Company may modify this allocation methodology, subject to the Independent Directors’ approval. The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given month, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. In the event that the Company’s Initial Public Offering is consummated, the Company will reimburse the Manager for all organizational, formation and offering costs it has incurred on behalf of the Company. Notwithstanding the provisions of Section 9(iv), the Company shall not reimburse the Manager for expenses incurred in connection therewithwith the Initial Public Offering which expenses are in excess of 1% of the total gross proceeds from the Initial Public Offering. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in connection with such expiration or termination.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all of its and its Subsidiaries’ expenses, and, without limiting the generality of the 13 foregoing, it is specifically agreed that the following expenses of the Company and its Subsidiaries shall be paid by the Company or its Subsidiaries and shall not be paid by the Manager: : (ai) the cost of borrowed money; ; (bii) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; Company or its Subsidiaries; (ciii) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s or any of its Subsidiaries securities on the Stock Exchangestock exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; ; (div) expenses of organizing, restructuring, reorganizing or liquidating the CompanyCompany or any of its Subsidiaries, or of revising, amending, converting or modifying the Company’s or any of its Subsidiaries’ organizational documents; ; (ev) fees and travel and other expenses paid to members of the Board of Trustees and officers of the Company or those of individuals in similar positions with any of its Subsidiaries in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company; Company and its Subsidiaries; (fvi) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 9(a) above; ; (gvii) all insurance costs incurred in connection with the Company and its Subsidiaries (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company or any of its Subsidiaries is a party; ; (hviii) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; Company or any of its Subsidiaries; (iix) all expenses connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s or its Subsidiaries’ securities; ; (jx) legal, accounting and auditing fees and expenses, other than expenses in addition to those described in subsection (ciii) above; ; (kxi) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith.14

Expenses of the Company. Except as for expenses that the Advisor expressly otherwise provided in assumes pursuant to this Agreement, the Company shall pay bear, or cause others to bear, all expenses for its expensesoperations and activities, andand shall cause the Advisor to be reimbursed, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid or others, for any such expense that the Advisor incurs. The expenses borne by the ManagerCompany include, without limitation: (a) fees and expenses paid to the cost of borrowed moneyAdvisor as provided herein; (b) taxes on income and taxes and assessments on real and personal property, if any, and expenses of all other taxes applicable to the Companyaudits by independent public accountants; (c) legalexpenses of transfer or dividend disbursing agent, auditingregistrar, accountingCustodian, underwritingor depository appointed for safekeeping of each Portfolio's cash, brokeragesecurities, listing, reporting, registration and other feesproperty, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s securities on the Stock Exchangeshareholder record-keeping services, including transfer agent’sthe expenses of issuing, registrar’s and indenture trustee’s fees and chargesrepurchasing or redeeming Portfolio shares; (d) expenses of organizing, restructuring, reorganizing or liquidating obtaining quotations for calculating the Company, or value of revising, amending, converting or modifying the Company’s organizational documentsnet assets of each Portfolio; (e) fees and travel salaries and other expenses paid to Trustees and compensation of executive officers of the Company in their capacities as such (but who are not in their capacities as officers directors, officers, stockholders or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by Advisor or on behalf of the Companyits affiliates; (f) expenses directly connected with all taxes levied against the investigationCompany, acquisitionincluding issuance and transfer taxes, disposition or ownership of real estate interests and corporate fees payable by the Company to federal, state or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 abovegovernmental agencies; (g) all insurance costs incurred brokerage fees and commissions in connection with the Company (including officer purchase and trustee liability insurance) sale of securities for each Portfolio, and similar fees and charges for the acquisition, disposition, lending or in connection with any officer and trustee indemnity agreement to which the Company is a partyborrowing of such securities; (h) expenses connected with payments costs, including the interest expense, of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Companyborrowing money; (i) all expenses connected with communications costs incident to holders meetings of securities the Board and shareholders of the Company, (exclusive of costs of those Directors and employees of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders who are "interested persons" of the Company’s securitiesCompany within the meaning of the Act); (j) legal, accounting and auditing fees and expenses, other than those described in subsection (c) aboveexpenses of Directors who are not "interested persons" of the Company within the meaning of the Act; (k) filing and recording legal fees, including the legal fees for regulatory or governmental filings, approvals and notices related to the extent not otherwise covered by any registration and continued qualification of the foregoing items shares of this Section 16each Portfolio for sale; (l) expenses relating to any office or office facilities maintained by costs and expense of registering and maintaining the registration of the Company separate from and the office shares of the Manager; andeach Portfolio under federal law, and making and maintaining any notice filings and fees required under any applicable State laws; (m) the preparation, setting in type, printing in quantity and distribution of materials distributed to then-current shareholders of each Portfolio of such materials as prospectuses, statements of additional information, supplements to prospectuses and statements of additional information, periodic reports, communications, and proxy materials (including proxy statements and proxy cards) relating to the Company or the Portfolio and the processing, including tabulation, of the results of voting instruction and proxy solicitations; (n) the fees and expenses involved in the preparation of all reports as required by federal or state law; (o) postage; (p) extraordinary or non-recurring expenses, such as legal claims and liabilities and litigation costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made indemnification payments by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith; (q) trade association dues for the Investment Company Institute or similar organizations; and (r) the cost of the fidelity bond required by Rule 17g-1 under the Act, and any errors and omissions or other liability insurance premiums covering the Directors, officers, and employees.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all its expensesexpenses not payable by the Manager, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the Manager: (a) the cost of borrowed money; (b) taxes on income and taxes and assessments on real property and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and stock exchange listing of the Company’s securities on the Stock Exchangesecurities, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating terminating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 13 above; (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s securities; (j) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above; (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 1614; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all its expensesexpenses not payable by the Manager, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the Manager: (a) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and stock exchange listing of the Company’s securities on the Stock Exchangesecurities, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating terminating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicersservices, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 14 above; (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s securities; (j) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above; (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 1615; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all its expensesexpenses not payable by the Manager, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the Manager: (a) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and exchange listing of the Company’s securities on the Stock Exchangesecurities, including transfer agent’s, registrar’s ’s, registration and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating terminating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees and officers Independent Directors of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property)assets, other than compensation expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 11(a) above; (g) all insurance costs incurred in connection with by the Company (including officer and trustee director liability insurance) or in connection with any officer and trustee director indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees Directors to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agentwebsite expenses, the cost of preparing, printing, posting, distributing and mailing certificates for securities and securities, proxy solicitation materials materials, and reports to holders of the Company’s securities; (j) advertising costs of the Company generally; (k) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above; (kl) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 1612 ; (lm) expenses of issue, sale, repurchase and redemption (if any) of interests in the Company, including expenses of conducting tender offers for the purpose of repurchasing Company securities; (n) expenses of reports to governmental officers and commissions; (o) association membership dues, (p) 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), (q) compensation and expenses of Independent Directors of the Company who are not members of the Manager’s organization, (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; and (s) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the The Company shall pay all its expenses, expenses not assumed by the Advisor and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the ManagerAdvisor: a. the Company shall reimburse the Advisor, on a monthly basis, the Company’s pro-rata portion (aas reasonably agreed to between the Advisor and a majority of the Company’s Independent Directors) of all expenses related to (i) employment of the Advisor’s personnel who are actively engaged in the services to the Company (“Service Employees”) and (ii) the reasonable travel and other out-of-pocket costs of the Service Employees. Such expenses shall include, but are not limited to, salary, wages, payroll taxes and the cost of employee benefit plans. b. the cost of money borrowed moneyby the Company; (b) taxes on c. income and taxes, taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) d. legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, and engraving and other expenses expenses, and taxes incurred in connection with the issuance, distribution, transfer, tradingregistration, registration and stock exchange listing of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges's securities; (d) expenses of organizinge. fees, restructuringsalaries, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees officers and officers employees of the Company in their capacities as such (but who are not in their capacities as directors, officers or employees of the Manager) and fees and travel and other expenses paid to advisorsAdvisor, contractorsor of any company that controls, mortgage servicersis controlled by, consultants, and other agents and independent contractors employed by or on behalf of is under common control with the CompanyAdvisor; (f) f. expenses directly connected with the investigation, origination or purchase of Mortgage Loans and with the acquisition, disposition or and ownership of real estate equity interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiumsinsurance, legal serviceslegal, brokerage and sales commissionsprotective, brokerage, maintenance, repair, and property improvement services) and local management including all compensation, traveling expenses, and other direct costs associated with the Advisor's employees or other personnel engaged in (i) real estate transaction legal services, (ii) foreclosure and other mortgage finance services, (iii) sale or solicitation for sale of property)mortgages, other than expenses with respect thereto of employees of the Manager(iv) engineering and appraisal services, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 aboveand (v) transfer agent services; (g) all insurance costs incurred in connection with g. insurance, as required by the Company (including officer and trustee Directors’ liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party); (h) h. the expenses or organizing, revising, amending, converting, modifying, or termination of the Company; i. expenses connected with payments of dividends or interest or contributions distributions in cash or any other form made or caused to be made by the Trustees Directors to holders of securities of the Company; (i) j. all expenses connected with communications to holders of securities of the Company and the other bookkeeping and clerical work necessary to in maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s 's securities; (j) k. the cost of any accounting, statistical, bookkeeping or computer equipment or computer time necessary for maintaining the books and records of the Company and for preparing and filing Federal, State and Local tax returns; l. transfer agent's, registrar's, and indenture trustee's fees and charges; m. legal, accounting accounting, investment banking, and auditing fees and expenses, other than those described in subsection (c) aboveexpenses charged by independent parties performing these services; (k) filing and recording n. expenses incurred by the Advisor, arising from the sales of Company properties, including those expenses related to carrying out foreclosure proceedings; o. commercially reasonable fees for regulatory or governmental filings, approvals and notices paid to the extent not otherwise covered by any Advisor for efforts to liquidate mortgages before maturity, such as the solicitation of the foregoing items offers and negotiation of this Section 16terms of sale; p. costs and expenses connected with computer services, including, but not limited to, employee or other personnel compensation, hardware and software costs, and related development and installation costs associated therewith; q. costs and expenses associated with risk management (l) expenses i.e. insurance relating to any office or office facilities maintained by the Company separate from the office of the ManagerCompany’s assets); r. loan refinancing compensation; and (m) the costs and s. expenses of all equity award or compensation plans or arrangements established associated with special services requested by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewithDirectors.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all its expensesexpenses not payable by the Manager, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the Manager: (a) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and exchange listing of the Company’s securities on the Stock Exchangesecurities, including transfer agent’s, registrar’s ’s, registration and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating terminating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees and officers Independent Directors of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property)assets, other than compensation expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 11(a) above; (g) all insurance costs incurred in connection with by the Company (including officer and trustee director liability insurance) or in connection with any officer and trustee director indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees Directors to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agentwebsite expenses, the cost of preparing, printing, posting, distributing and mailing certificates for securities and securities, proxy solicitation materials materials, and reports to holders of the Company’s securities; (j) advertising costs of the Company generally; KCP-4318528-4 7 (k) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above; (kl) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 1612 ; (lm) expenses of issue, sale, repurchase and redemption (if any) of interests in the Company, including expenses of conducting tender offers for the purpose of repurchasing Company securities; (n) expenses of reports to governmental officers and commissions; (o) association membership dues, (p) 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), (q) compensation and expenses of Independent Directors of the Company who are not members of the Manager’s organization, (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; and (s) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith.

Expenses of the Company. Except as expressly otherwise provided in this AgreementSection 14, the Company shall pay all its expensescosts and expenses and shall reimburse the Manager or its Affiliates, as applicable, for all costs and expenses of the Company’s operations, and, without limiting the generality of the foregoing, it is specifically agreed that the following costs and expenses of the Company shall be paid by the Company and shall not be paid by the ManagerManager or its Affiliates: (a) costs associated with establishing and maintaining any of the cost of borrowed moneyCompany’s repurchase agreements, bank credit facilities (including term loans and revolving facilities), other financing arrangements or other indebtedness (including commitment fees, accounting fees, legal fees, closing and other similar costs); (b) taxes on income and the Company’s taxes and assessments on real and personal property, if any, and all other taxes and assessments applicable to the Company; (c) legal, auditing, accounting, tax planning and tax return preparation fees and expenses, and other fees and expenses for professional services; (d) underwriting, brokerage, listing, reporting, registration and other fees, fees and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s securities on the Stock Exchangeany securities exchange, including the fees and charges of any printer, engraver, transfer agent’s, registrar’s registrar and indenture trustee’s fees and charges; (de) expenses of organizing, restructuring, reorganizing or liquidating the CompanyCompany or any of its subsidiaries, or of revising, amending, converting or modifying the Company’s or any of its subsidiary’s organizational documents; (ef) fees and travel and other expenses paid or reimbursed to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid or reimbursed to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company; (fg) all costs and expenses directly connected with relating to the investigationCompany’s business operations, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reportingincluding, the costs and expenses of investigating, conducting diligence, acquiring, negotiating, structuring, owning, protecting, maintaining, developing and disposing of investments (whether or not consummated), including the costs of appraisals or other valuation services, foreclosure, insurance premiums, accounting, tax, legal and other professional services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 aboveproperty or investment management; (gh) all insurance costs incurred in connection with the Company (Company, including officer directors and trustee officers liability insurance) , or in connection with any Trustee or officer and trustee indemnity agreement to which the Company is a party; (hi) expenses connected with related to payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees Board to holders of securities of the Company; (ij) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining maintain relations with holders of securitiessecurities of the Company, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s securities; (j) legal, accounting securities and auditing fees and other investor relations expenses, other than those described in subsection (c) above; (k) filing and recording fees for regulatory or governmental filings, approvals and notices notices; (l) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) by or before any court or governmental agency against the Company; (m) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) by or before any court or governmental agency against any Person in his, her or its capacity as a Trustee, director, partner, member or officer of the Company, except to the extent not otherwise covered by permitted pursuant to Maryland Law, the Declaration of Trust, the Bylaws, any of the foregoing items of agreement with any such Person or this Section 16Agreement; (ln) expenses relating to any office or office facilities maintained by (including disaster backup recovery sites and facilities) for the Company separate from the Company, including but not limited to rent, telephone, utilities, office of the Manager; andfurniture, equipment, machinery and other overhead type expenses; (mo) the Company’s allocable share of costs and expenses incurred with respect to market information systems and publications, research publications and materials, including news research and quotation equipment and services; (p) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to any officers or employees of the Manager or any of its employeesAffiliates, if any, and payment of any employment or withholding taxes in connection therewith; and (q) all other expenses actually incurred by the Manager or any of its Affiliates (except as otherwise specified herein) which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. The Company acknowledges and agrees that the Manager has entered into a shared services agreement pursuant to which RMR will provide the Manager with certain facilities, technology and services and with access to the full scope of real estate and public company operations services and expertise available within RMR for use by the Manager in conducting the Company’s operations. The Company agrees to reimburse the Manager for the shared services costs that the Manager pays to RMR and its affiliates under this shared services agreement, as approved by a majority of the Independent Trustees at least annually. The shared services costs paid by the Manager to RMR and its affiliates under this shared services agreement will include an allocation of RMR’s costs of rent, utilities, office furniture, equipment, machinery, facilities, and other overhead type expenses, the costs of legal, accounting, audit, tax planning and tax return preparation, consulting services, diligence related to the Company’s investments, investor relations and other professional services, personnel and support services shared by the Manager.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all its expensesexpenses not payable by the Manager, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the Manager: (a) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and stock exchange listing of the Company’s securities on the Stock Exchange's securities, including transfer agent’s's, registrar’s 's and indenture trustee’s 's fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating terminating the Company, or of revising, amending, converting or modifying the Company’s 's organizational documents; (e) fees and travel and other expenses paid to Trustees trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 12 above; (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s 's securities; (j) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above; (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 1613; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the (a) The Company shall pay all of its expenses, and, without . Without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid borne by the ManagerAsset Manager unless such expense is a fee or other service for which the Asset Manager is otherwise receiving a fee from the Company: (ai) the cost of money borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to by the Company; (cii) legalall taxes applicable to the Company including, auditingwithout limitation, accounting, underwriting, brokerage, listing, reporting, registration taxes on income and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing on assessments of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and chargesreal property; (d) expenses of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (eiii) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, independent contractors, unaffiliated mortgage servicers, consultants, managers and other agents and independent contractors employed by or on behalf of the Company; (fiv) Acquisition Expenses and expenses directly connected with the investigation, acquisition, ownership and disposition or ownership of real estate interests investments or other property property, and with the investment in or purchase of Company Investments (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, repair and improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 above; (gv) all expenses of maintaining and managing real estate equity interests, processing and servicing mortgage and other loans and managing the Company's other investments; (vi) insurance costs incurred coverage in connection with the business of the Company (including officer officers' and trustee trustees' liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party); (hvii) the expenses of dissolving and liquidating the Company or revising, amending or modifying its organizational documents; (viii) expenses connected with payments of dividends or interest or contributions distribution in cash or any other form made or caused to be made by the Board of Trustees to holders of securities of the CompanyShareholders; (iix) all expenses connected with communications to holders of securities of the Company Shareholders and other bookkeeping and clerical work necessary to in maintaining relations with holders of securitiesthe Shareholders, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing certificates for securities and securities, proxy solicitation materials and reports to holders of the Company’s 's securities; (jx) the cost of any accounting, statistical or bookkeeping equipment necessary for the maintenance of the books and records of the Company; (xi) transfer agent's and registrar's fees and charges; and (xii) other legal, accounting and auditing fees and expensesexpenses as well as any costs incurred in connection with any litigation in which the Company is involved and in the examination, investigation or other than those described in subsection (c) above;proceedings conducted by any regulatory agency with respect to the Company. (kb) filing Subject to Section 15, the Company shall reimburse the Asset Manager and recording fees its Affiliates for regulatory or governmental filings, approvals and notices (i) the actual costs to the extent not otherwise covered by any Asset Manager or its Affiliates of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained goods, materials and services used for and by the Company separate obtained from unaffiliated parties; (ii) administrative services necessary to the office operation of the ManagerCompany; and (miii) the costs of personnel employed by the Asset Manager and directly involved in the organization and business of the Company (including persons who may be employees or officers of the Asset Manager and its Affiliates) and for legal, accounting, transfer agent, reinvestment and redemption plan administration, data processing, duplicating and investor communications services performed by employees or officers of the Asset Manager and its Affiliates which could be performed directly for the Company by independent parties and (iv) any travel expenses incurred in connection with the services provided hereunder and for advertising expenses incurred by the Asset Manager in seeking any investments or seeking the disposition of all equity award or compensation plans or arrangements established any investments held by the Company, including the value of awards made by . The amounts charged to the Company for services performed shall not exceed the lesser of (a) the actual cost of such services, or (b) the amount which the Company would be required to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewithpay to independent parties for comparable services.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all its expensesexpenses not payable by the Advisor, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the ManagerAdvisor: (a) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and stock exchange listing of the Company’s securities on the Stock Exchange's securities, including transfer agent’s's, registrar’s 's and indenture trustee’s 's fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating terminating the Company, or of revising, amending, converting or modifying the Company’s 's organizational documents; (e) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the ManagerAdvisor) and fees and travel and other expenses paid to advisors, contractors, mortgage servicersservices, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) expenses Expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of or property), other than expenses with respect thereto of employees of the ManagerAdvisor, to the extent that such expenses are to be borne by the Manager Advisor pursuant to Section 15 11 above; (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s 's securities; (j) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above;; and (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewithAdvisor.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the The Company shall pay all its expenses, expenses not assumed by the Advisor and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the ManagerAdvisor: a. the Company shall reimburse the Advisor, on a monthly basis, the Company’s pro-rata portion (aas reasonably agreed to between the Advisor and a majority of the Company’s Independent Directors) of all expenses related to (i) employment of the Advisor’s personnel who are actively engaged in the services to the Company (“Service Employees”) and (ii) the reasonable travel and other out-of-pocket costs of the Service Employees. Such expenses shall include, but are not limited to, salary, wages, payroll taxes and the cost of employee benefit plans. b. the cost of money borrowed moneyby the Company; (b) taxes on c. income and taxes, taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) d. legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, and engraving and other expenses expenses, and taxes incurred in connection with the issuance, distribution, transfer, tradingregistration, registration and stock exchange listing of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges's securities; (d) expenses of organizinge. fees, restructuringsalaries, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees officers and officers employees of the Company in their capacities as such (but who are not in their capacities as directors, officers or employees of the Manager) and fees and travel and other expenses paid to advisorsAdvisor, contractorsor of any company that controls, mortgage servicersis controlled by, consultants, and other agents and independent contractors employed by or on behalf of is under common control with the CompanyAdvisor; (f) f. expenses directly connected with the investigation, origination or purchase of Mortgage Loans and with the acquisition, disposition or and ownership of real estate equity interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiumsinsurance, legal serviceslegal, brokerage and sales commissionsprotective, brokerage, maintenance, repair, and property improvement services) and local management including all compensation, traveling expenses, and other direct costs associated with the Advisor's employees or other personnel engaged in (i) real estate transaction legal services, (ii) foreclosure and other mortgage finance services, (iii) sale or solicitation for sale of property)mortgages, other than expenses with respect thereto of employees of the Manager(iv) engineering and appraisal services, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 aboveand (v) transfer agent services; (g) all insurance costs incurred in connection with g. insurance, as required by the Company (including officer and trustee Directors’ liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party); (h) h. the expenses or organizing, revising, amending, converting, modifying, or termination of the Company; i. expenses connected with payments of dividends or interest or contributions distributions in cash or any other form made or caused to be made by the Trustees Directors to holders of securities of the Company; (i) j. all expenses connected with communications to holders of securities of the Company and the other bookkeeping and clerical work necessary to in maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s 's securities; (j) k. the cost of any accounting, statistical, bookkeeping or computer equipment or computer time necessary for maintaining the books and records of the Company and for preparing and filing Federal, State and Local tax returns; l. transfer agent's, registrar's, and indenture trustee's fees and charges; m. legal, accounting accounting, investment banking, and auditing fees and expenses, other than those described in subsection (c) aboveexpenses charged by independent parties performing these services; (k) filing and recording n. expenses incurred by the Advisor, arising from the sales of Company properties, including those expenses related to carrying out foreclosure proceedings; o. commercially reasonable fees for regulatory or governmental filings, approvals and notices paid to the extent not otherwise covered by any Advisor for efforts to liquidate mortgages before maturity, such as the solicitation of the foregoing items offers and negotiation of this Section 16terms of sale; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the p. costs and expenses of all equity award connected with computer services, including, but not limited to, employee or compensation plans or arrangements established other personnel compensation, hardware and software costs, and related development and installation costs associated therewith; q. costs and expenses associated with risk management (i.e. insurance relating to the Company’s assets); r. loan refinancing compensation; and s. expenses associated with special services requested by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewithDirectors.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all of its and its Subsidiaries’ expenses, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company and its Subsidiaries shall be paid by the Company or its Subsidiaries and shall not be paid by the Manager: (ai) the base salary of the Company Dedicated Executive (at the level in effect as of the date hereof, as may be modified with the approval of the Board of Trustees) and subject to the approval of the Compensation Committee of the Board of Trustees, the cash and equity incentive compensation of the Company Dedicated Executive; (ii) the cost of borrowed money; (biii) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the CompanyCompany or its Subsidiaries; (civ) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s or any of its Subsidiaries securities on the Stock Exchangestock exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (dv) expenses of organizing, restructuring, reorganizing or liquidating the CompanyCompany or any of its Subsidiaries, including the Wind-Down, or of revising, amending, converting or modifying the Company’s or any of its Subsidiaries’ organizational documents; (evi) fees and travel and other expenses paid to members of the Board of Trustees and officers of the Company or those of individuals in similar positions with any of its Subsidiaries in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the CompanyCompany and its Subsidiaries; (fvii) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 9(a) above; (gviii) all insurance costs incurred in connection with the Company and its Subsidiaries (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company or any of its Subsidiaries is a party; (hix) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the CompanyCompany or any of its Subsidiaries; (ix) all expenses connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s or its Subsidiaries’ securities; (jxi) legal, accounting and auditing fees and expenses, other than expenses in addition to those described in subsection (ciii) above; (kxii) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 169(b); (lxiii) expenses relating to any office or office facilities maintained by the Company or its Subsidiaries separate from the office of the Manager; and; (mxiv) software licensing fees and other fees and costs associated with proprietary software and programs used separately by the Company; (xv) the costs and expenses of all equity award or compensation plans or arrangements established by the CompanyCompany or any of its Subsidiaries, including the value of awards made by the Company or any of its Subsidiaries to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith; and (xvi) all other costs and expenses of the Company and its Subsidiaries, other than those to be specifically borne by the Manager pursuant to Section 9(a) above.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the The Company shall pay all of its expenses, and, without limiting expenses and shall reimburse the generality of the foregoing, it is specifically agreed that the following Manager and its Affiliates for documented expenses of the Company shall be paid by Manager and its Affiliates incurred on its behalf (collectively, the Company “Expenses”). Expenses include all costs and shall not be paid by expenses which are expressly designated elsewhere in this Agreement as the ManagerCompany’s, together with the following: (a) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the cost Company by providers retained by the Manager or, if provided by the employees of borrowed moneythe Manager or its Affiliates, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis; (b) taxes on income the compensation and taxes and assessments on real and personal property, if any, and all other taxes applicable to expenses of the Company’s directors and the cost of liability insurance to indemnify the Company’s directors and officers; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration costs associated with the establishment and maintenance of any credit facilities and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees and officers indebtedness of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel including commitment fees, accounting fees, legal fees, closing and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by costs) or on behalf any securities offerings of the Company; (fd) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 above; (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary to in maintaining relations with holders of securitiessuch securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including including, without limitation, all costs of preparing and filing required reports with the cost of any transfer agentSecurities and Exchange Commission, the cost of preparing, printing, posting, distributing costs (including transfer agent and mailing certificates for securities and proxy solicitation materials and reports to holders registrar costs) in connection with the listing and/or trading of the Company’s securitiessecurities on any exchange or inter-dealer quotation system, the fees to any such exchange or inter-dealer quotation system in connection with its listing, costs of complying with the rules, regulations or policies of such exchange or inter-dealer quotation system, costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company; (e) the allocable costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third party vendors that is used for the Company; (f) expenses incurred by managers, officers, employees and agents of the Manager and its Affiliates for travel on the Company’s behalf and other out-of-pocket expenses; (g) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency; (h) all taxes and license fees; (i) all insurance costs incurred in connection with the operation of the Company’s business except for the costs attributable to the insurance that the Manager elects to carry for itself and its employees; (j) legalcosts and expenses incurred in contracting with third parties, accounting including Affiliates of the Manager, for the servicing and auditing fees and expenses, other than those described in subsection (c) abovespecial servicing of assets of the Company; (k) filing expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and recording fees facilities, maintained for regulatory the Company or governmental filings, approvals and notices to Investments separate from the extent not otherwise covered by any office or offices of the foregoing items of this Section 16Manager; (l) expenses relating connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to any office or office facilities maintained be made by the Company separate from the office Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan; (m) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his or her capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency, or settlement of pending or threatened proceedings or by the charter and bylaws of the Company; (n) the allocable portion of salaries and other compensation, rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its Affiliates required for, and based on the percentage of time spent by personnel of the Manager and its Affiliates on, the Company’s operations (provided, that the allocation of compensation expense shall be determined based on the Manager’s good faith estimate of the value of each Person’s services performed on the Company’s business and affairs, subject to the periodic review and approval of the Independent Committee); and (mo) the costs and all other expenses of all equity award or compensation plans or arrangements established actually incurred by the Company, including the value of awards made by the Company to the Manager or its employees, if any, Affiliates which are reasonably necessary for the performance by the Manager of its duties and payment functions under this Agreement. The provisions of any employment this Section 9 shall survive the expiration or withholding taxes earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in connection therewithwith such expiration or termination.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all its expensesexpenses not payable by the Advisor, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the ManagerAdvisor: (a) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and stock exchange listing of the Company’s securities on the Stock Exchange's securities, including transfer agent’s's, registrar’s 's and indenture trustee’s 's fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating terminating the Company, or of revising, amending, converting or modifying the Company’s 's organizational documents; (e) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the ManagerAdvisor) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the ManagerAdvisor, to the extent that such those expenses are to be borne by the Manager Advisor pursuant to Section 15 11 above; (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s 's securities; (j) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above;; and (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewithAdvisor.

Expenses of the Company. Except (a) The Company shall have power to incur and pay out of the Assets or income of the Company any expenses necessary or appropriate to carry out any of the purposes of this Agreement and the business of the Company. The Directors may pay themselves such compensation as expressly otherwise provided they in this Agreement, good faith may deem reasonable and may be reimbursed for expenses reasonably incurred by themselves on behalf of the Company. (b) The Company shall pay all its expensesall, andand shall reimburse the Placement Agents, the Investment Manager and their respective Affiliates for any costs and expenses that, in the good faith judgment of the Board of Directors, are incurred in the organization, offering, capitalization, operation or administration of the Company and any Investments, including, without limiting limitation, the generality Advisory Fee and other costs and expenses specified herein or in the Investment Management Agreement to be paid by the Company; fees of the foregoingPlacement Agents and any other placement agents; organizational and offering fees and expenses relating to the Common Shares, it is specifically agreed that the following Term Preferred Shares, and the Notes and enhancing or assuring the credit quality thereof; fees and expenses relating to short-term investments of cash and investments in Portfolio Companies including the structuring, negotiation, acquisition, syndication, holding, restructuring, recapitalization, management and disposition thereof or relating to proposed portfolio investments which are not consummated; marketing and travel expenses; dividends on the Preferred Shares (including the Special Share); due diligence and negotiation expenses; research expenses; reasonable premiums for insurance protecting the Company, the Investment Manager, any of their respective Affiliates and any of their respective employees and agents; insurance, including periodic premiums and certain fees payable under the insurance policy for the benefit of the holders of the Term Preferred Shares; fees and expenses of custodians, administrators, transfer and distribution agents, trustees and collateral agents; brokerage fees and commissions; dealer spreads; legal fees and expenses of the Company shall and the Investment Manager incurred in connection with matters relating to or for the Company, including costs and expenses incurred in connection with any actual or threatened litigation, and any judgments or settlements paid in connection with litigation, involving the Company, a Portfolio Company or a Person entitled to indemnification from the Company; indemnification fees and expenses; compliance expenses; accounting expenses; auditing expenses; proxy expenses, costs and expenses of filings and registrations; rating agency fees and expenses; appraisal expenses; expenses relating to organizing companies through or in which investments in Portfolio Companies will be paid by made; expenses incurred in maintaining the places of business of the Company; costs and expenses of preparing and maintaining the books and records of the Company and shall not be paid entities through which it invests; costs and expenses that are classified as extraordinary expenses under generally accepted accounting principles; taxes or other governmental charges payable by the Manager: Company; interest; expenses (aincluding legal fees and expenses) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuancebankruptcy or reorganization of any Portfolio Company; costs of communications to the Members, distribution, transfer, trading, registration creditors and listing regulatory authorities; costs of responding to regulatory inquiries and reporting to regulatory authorities; costs of Member meetings and the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s solicitation of Member consents; costs incurred in valuing assets; costs of winding up and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating the Company, ; expenses incurred in connection with a Member that defaults in respect of a Capital Contribution or of revising, amending, converting or modifying any payment due to the Company’s organizational documents;; and interest, distributions and fees under the Indenture, other indebtedness incurred by the Company and the Shares. (ec) fees and travel The Company shall pay all legal, tax, accounting and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 above; (gorganizational expenses) all insurance costs incurred in connection with the Company (including officer Indenture, the Preferred Shares and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities formation of the Company and related entities, and all fees payable to the Placement Agents in connection with, among other bookkeeping things, subscriptions for the Shares and clerical work necessary to maintaining relations any other agents, lenders, arrangers or other Persons in connection with holders of securities, including the cost of any transfer agent, Indenture and the cost of preparing, printing, posting, distributing placement and mailing certificates for securities and proxy solicitation materials and reports to holders sale of the Company’s securities; (j) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above; (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewithPreferred Shares.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the (a) The Company shall pay all of its expenses, and, without limiting expenses and shall reimburse the generality of the foregoing, it is specifically agreed that the following Manager for documented expenses of the Company shall be paid by Manager incurred on its behalf (collectively, the Company “Expenses”). Expenses include all costs and shall not be paid by expenses that are expressly designated elsewhere in this Agreement as the ManagerCompany’s, together with the following: (ai) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuanceissuance and transaction costs incident to the acquisitions, distributiondisposition and financing of Investments; (ii) travel and other out-of-pocket expenses incurred by managers, transferofficers, tradingemployees and agents of the Manager in connection with the purchase, registration financing, refinancing, sale or other disposition, or asset management of an Investment; (iii) costs of legal, accounting, tax, auditing, administrative and listing other services rendered for the Company by providers retained by the Manager in accordance with the terms of this Agreement or, if provided by the Manager’s employees in accordance with the terms of this Agreement, in amounts that are no greater than those that would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis; (iv) the compensation and expenses of the Independent Directors and the cost of liability insurance to indemnify the Company’s directors and officers; (v) compensation and expenses of the Company’s securities on the Stock Exchange, including custodian and transfer agent’s, registrar’s and indenture trustee’s fees and chargesif any; (dvi) expenses costs associated with the establishment and maintenance of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel any credit facilities and other expenses paid to Trustees and officers indebtedness of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel including commitment fees, legal fees, closing and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by costs) or on behalf any securities offerings of the Company; (fvii) expenses directly connected costs associated with any computer software or hardware that is used solely for the investigation, acquisition, disposition or ownership of real estate interests or Company; (viii) all other property (including third party property diligence costscosts and expenses relating to the Company’s business and investment operations, appraisal reportingincluding, without limitation, the costs and expenses of foreclosureacquiring, insurance premiumsowning, protecting, maintaining, developing, operating and disposing of Investments, including appraisal, reporting, audit and legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 abovefees; (gix) all insurance costs incurred in connection with the Company (including officer operation of the Company’s business except for the costs attributable to the insurance that the Manager elects to carry for itself and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a partyits employees; (hx) expenses relating to any office or office facilities maintained for the Company or Investments separate from the office or offices of the Manager; (xi) expenses connected with the payments of interest, dividends or interest or contributions distributions in cash or any other form made or caused to be made by the Trustees Board of Directors to or on account of the holders of securities of the Company; Company or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan; (ixii) all third party expenses connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary to in maintaining relations with holders of securitiessuch securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including including, without limitation, all costs of preparing and filing required reports with the cost of Securities and Exchange Commission, the costs payable by the Company to any transfer agent, agent and registrar in connection with the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders listing and/or trading of the Company’s securities; (j) legalstock on any exchange, accounting and auditing the fees and expenses, other than those described in subsection (c) above; (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made payable by the Company to the Manager or any such exchange in connection with its employees, if anylisting, and payment costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any employment or withholding taxes in connection therewith.meeting of the stockholders of the Company;

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all of its and its Subsidiaries’ expenses, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company and its Subsidiaries shall be paid by the Company or its Subsidiaries and shall not be paid by the Manager: (ai) the base salary of the Company Dedicated Executive (at the level in effect as of the date hereof, as may be modified with the approval of the Board of Trustees) and subject to the approval of the Compensation Committee of the Board of Trustees, the cash and equity incentive compensation of the Company Dedicated Executive; (ii) the cost of borrowed money; (biii) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the CompanyCompany or its Subsidiaries; (civ) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s or any of its Subsidiaries securities on the Stock Exchangestock exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (dv) expenses of organizing, restructuring, reorganizing or liquidating the CompanyCompany or any of its Subsidiaries, including the Wind-Down, or of revising, amending, converting or modifying the Company’s or any of its Subsidiaries’ organizational documents; (evi) fees and travel and other expenses paid to members of the Board of Trustees and officers of the Company or those of individuals in similar positions with any of its Subsidiaries in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the CompanyCompany and its Subsidiaries; (fvii) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 9(a) above; (gviii) all insurance costs incurred in connection with the Company and its Subsidiaries (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company or any of its Subsidiaries is a party;; US-DOCS\107885844.6 (hix) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the CompanyCompany or any of its Subsidiaries; (ix) all expenses connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s or its Subsidiaries’ securities; (jxi) legal, accounting and auditing fees and expenses, other than expenses in addition to those described in subsection (ciii) above; (kxii) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 169(b); (lxiii) expenses relating to any office or office facilities maintained by the Company or its Subsidiaries separate from the office of the Manager; and; (mxiv) software licensing fees and other fees and costs associated with proprietary software and programs used separately by the Company; (xv) the costs and expenses of all equity award or compensation plans or arrangements established by the CompanyCompany or any of its Subsidiaries, including the value of awards made by the Company or any of its Subsidiaries to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith; and (xvi) all other costs and expenses of the Company and its Subsidiaries, other than those to be specifically borne by the Manager pursuant to Section 9(a) above.

Expenses of the Company. Except as expressly otherwise provided in (a) The Company shall have power to incur and pay out of the Assets or income of the Company any expenses necessary or appropriate to carry out any of the purposes of this Agreement, and the business of the Company. The Directors may pay themselves such compensation as they in good faith may deem reasonable and may be reimbursed for expenses reasonably incurred by themselves on behalf of the Company. (b) The Company shall pay all all, and shall reimburse the Investment Manager and each of its expensesAffiliates for, andany costs and expenses that, in the good faith judgment of the Board of Directors, are incurred in the formation, financing or operation of the Company, including, without limiting limitation, the generality of Advisory Fees, the foregoing, it is specifically agreed that Shareholder Servicing Fees and other costs and expenses specified herein or in the following expenses of Advisory Agreement or the Company shall Shareholder Services Agreement to be paid by the Company; fees and expenses of offering Shares or debt instruments and enhancing or assuring the credit quality thereof; fees, costs and expenses related to the purchase, holding, transfer and sale of Assets, to the extent not reimbursed; brokerage commissions; clearing and settlement charges; custodial fees; licensing fees and expenses; appraisal expenses; interest expenses; borrowing charges on assets sold short; expenses related to organizing entities, investment vehicles or accounts through or in which investments by the Company may be made; due diligence expenses incurred in connection with the acquisition of Assets (including, but not limited to, reasonable travel related expense), and expenses relating to consultants, attorneys, brokers or other professionals or advisors who provide advice or due diligence services with regard to investments (whether or not the potential investment is acquired) and third-party investment banking expenses related to the purchase and sale of assets); loan servicing fees; appropriate fees for loan origination and/or modification; directors’ fees and expenses; costs of reporting to Members, creditors and others; costs and expenses relating to any meeting of Members; legal (including litigation) fees and expenses; accounting, auditing and tax preparation fees and expenses; fees and expenses relating to the Company’s administrator and auditor; fees and expenses relating to third-party valuation firms; third-party expenses and fees incurred in connection with transactions not consummated; taxes, governmental charges and other duties payable by the Company; investment-related travel expenses; costs related to issuing, transferring and repurchasing Shares, or portions thereof, and paying dividends or making other distributions thereon; expenses related to liability insurance for the Company, including the costs of directors and officers and errors and omissions insurance premiums; organizational expenses (including all reasonable costs and expenses incurred in connection with the formation and organization of, and offer, marketing and sale of Shares in, the Company, as determined by the Investment Manager, including all placement fees and all out-of-pocket legal, accounting, printing, travel and filing fees and expenses); costs, expenses and liabilities resulting from the Company’s indemnification obligations; costs of winding up and liquidating the Company; expenses incurred in connection with a Member that defaults in respect of a Capital Contribution or any payment due to the Company; other indebtedness incurred by the Company and shall not be paid by the Manager:Shares; and extraordinary expenses and other similar expenses related to the Company as the Investment Manager determines in its sole discretion (collectively, “Company Expenses”). (ac) The Company shall pay, and shall reimburse the cost Investment Manager, and each of borrowed money; its Affiliates for, all legal, tax, accounting and other expenses (bincluding organizational expenses) taxes on income and taxes and assessments on real and personal propertyincurred in connection with the Preferred Shares, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration formation of the Company and other feesrelated entities, and printingall fees payable to any agents, engraving and lenders, arrangers or other expenses and taxes incurred Persons in connection with the issuance, distribution, transfer, trading, registration placement and listing sale of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 above; (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s securities; (j) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above; (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employeesPreferred Shares, if any, and payment of any employment or withholding taxes in connection therewith.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all its expensesexpenses not payable by the Manager, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the Manager: (a) the cost of borrowed money; (b) taxes on income and taxes and assessments on real property and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and stock exchange listing of the Company’s securities on the Stock Exchangesecurities, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating terminating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 12 above; (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s securities; (j) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above; (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 1613; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all its expensesexpenses not payable by the Advisor, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the ManagerAdvisor: (a) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and stock exchange listing of the Company’s securities on the Stock Exchange's securities, including transfer agent’s's, registrar’s 's and indenture trustee’s 's fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating terminating the Company, or of revising, amending, converting or modifying the Company’s 's organizational documents; (e) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the ManagerAdvisor) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) expenses Expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the ManagerAdvisor, to the extent that such those expenses are to be borne by the Manager Advisor pursuant to Section 15 11 above; (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s 's securities; (j) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above;; and (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewithAdvisor.

Expenses of the Company. Except as otherwise expressly otherwise provided in this Advisory Agreement, the Company shall pay all its expensesexpenses not assumed by the Advisor as set forth in Section 5.1, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the ManagerAdvisor: (a) the cost of borrowed money, including the repayment of funds borrowed by the Company, interest thereon and all other costs, fees and expenses in connection with such borrowings; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the CompanyCompany and its investments; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration registration, and other fees, and printing, engraving engraving, and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration registration, and stock exchange listing of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges's securities; (d) expenses of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to Directors, independent advisors, contractors, mortgage servicers, consultants, managers, local property inspectors and other agents and independent contractors employed by or on behalf of the Company; (fe) expenses directly connected with the investigation, acquisition, disposition or disposition, and ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosureforeclosure and exercise of all other remedies, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement improvement, and local management of propertyany property assumed through foreclosure), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne ; (f) insurance as required by the Manager pursuant to Section 15 aboveDirectors (including Directors' liability insurance); (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions distributions in cash or any other form made or caused to be made by the Trustees Directors to holders of securities of the Company; (ih) all expenses connected with communications to holders of securities of the Company and the other bookkeeping and clerical work necessary to in maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s 's securities; (i) transfer agents', registrars', dividend reinvestment agents', and indenture trustees' fees and charges; and (j) legal, accounting accounting, escrow, title insurance and auditing fees and expenses, other than those described in subsection (c) above; (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any expenses of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all its expensesexpenses not expressly assumed by the Advisor, and, and without limiting the generality of the foregoing, foregoing it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the ManagerAdvisor: (a) the cost of money borrowed moneyby the Company; (b) taxes on income and taxes and assessments on real and personal property, if any, property and all other taxes applicable to the Company; (c) real estate brokerage and sales commissions with respect to the purchase or sale of real estate assets of the Company payable to real estate brokers who cooperate with the Advisor in such transactions, and brokerage and sales commissions with respect to the purchase or sale of Mortgage Investments payable to mortgage brokers who cooperate with the Advisor in such transactions; (d) legal, auditing, accounting, underwritingunderwriting commissions and fees and any other fees and costs, brokerageincluding due diligence, listingqualification of securities for sale in various states, reportinglisting of securities on a securities exchange, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, tradingregistration, registration marketing and listing of the Company’s securities on the Stock Exchange's securities, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses compensation of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) Advisor and fees direct expenses of officers and travel employees of the Advisor and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or affiliates while directly engaged in such activities on behalf of the Company; (e) fees, salaries and other employment costs, taxes and expenses paid to Directors, officers and employees of the Company, including persons who may be employees of the Advisor, other than officers of the Advisor, or of any company which controls, is controlled by or is under common control with the Advisor, incurred with respect to and allocable to the prudent operation and business of the Company, other than as provided under Section 13(a) above. (f) fees and expenses directly paid to independent contractors, appraisers, consultants, managers and other agents retained by or on behalf of the Company and expenses (including expenses for Persons who may also be officers or employees of the Advisor) connected with the investigation, acquisition, financing, refinancing, disposition or and ownership of real estate interests or other property (property, including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, repair and improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 above; (g) all insurance costs incurred in connection with the Company (including officer expenses of maintaining and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a partymanaging real estate interests; (h) insurance as required by the Directors (including Directors' liability insurance); (i) the expenses of organizing, revising, amending, converting, modifying or terminating the Company; (j) expenses connected with payments of dividends or interest or contributions distributions in cash or any other form made or caused to be made by the Trustees Directors to holders of securities of the Company; (ik) all expenses connected with communications to holders of securities of the Company and the other bookkeeping and clerical work necessary to in maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing certificates for securities and securities, proxy solicitation materials and reports to holders of the Company’s 's securities; (j1) the cost of any accounting, statistical or bookkeeping equipment necessary for the maintenance of the books and records of the Company; (m) transfer agent's, registrar's, dividend disbursing agent's, dividend reinvestment plan agent's and indenture trustee's fees and charges; (n) legal, accounting and auditing fees and expensesexpenses not included in (d) and (f) of this Section 14; and (o) other ordinary and necessary expenses of the business and affairs of the Company, other than those described in subsection (c) above; (k) filing and recording fees for regulatory or governmental filings, approvals and notices allocable to the extent not otherwise covered Advisor under Section 13 above. The Company shall reimburse the Advisor or its affiliates for the cost of rent, goods or materials furnished or advanced by any them for the benefit of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including and for services rendered for the value benefit of awards made the Company. The Company's costs for services and goods provided by the Company Advisor to the Manager Company shall be based upon the cost to the Advisor and an allocable portion of the actual compensation (including employment taxes and benefits) of Persons involved plus an appropriate share of overhead allocable to each Person who rendered services for the benefit of and on the business affairs of the Company. The amounts charged to the Company by the Advisor and its Affiliates shall not exceed those which the Company would be required to pay to independent parties for comparable rent, materials, goods or its employees, if any, and payment of any employment or withholding taxes in connection therewithservices.

Expenses of the Company. Except as expressly otherwise provided in this Advisory Agreement, the Company shall pay all its expensesexpenses not payable by the Advisor, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the ManagerAdvisor: (a) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and stock exchange listing of the Company’s securities on the Stock Exchange's securities, including transfer agent’s's , registrar’s 's and indenture trustee’s 's fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating terminating the Company, or of revising, amending, converting or modifying the Company’s 's organizational documents; (e) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the ManagerAdvisor) and fees and travel and other expenses paid to advisors, contractors, mortgage servicersservices, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) expenses Expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the ManagerAdvisor, to the extent that such expenses are to be borne by the Manager Advisor pursuant to Section 15 11 above; (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s 's securities; (j) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above;; and (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewithAdvisor.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the The Company shall pay all of its expenses, and, without limiting expenses and shall reimburse the generality of the foregoing, it is specifically agreed that the following Manager for documented expenses of the Company shall be paid by Manager incurred on its behalf (collectively, the Company “Expenses”). Expenses include all costs and shall not be paid by expenses which are expressly designated elsewhere in this Agreement as the ManagerCompany’s, together with the following: (a) expenses in connection with the cost rent, issuance and transaction costs incident to the acquisitions, disposition and financing of borrowed moneyInvestments; (b) taxes on income costs of legal, tax, accounting, consulting, auditing, administrative and taxes and assessments on real and personal propertyother similar services rendered for the Company by providers retained by the Manager or, if anyprovided by the Manager’s employees, and all other taxes applicable in amounts which are no greater than those which would be payable to the Companyoutside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration the compensation and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s securities on directors and the Stock Exchange, including transfer agent’s, registrarcost of liability insurance to indemnify the Company’s directors and indenture trustee’s fees and chargesofficers; (d) expenses costs associated with the establishment and maintenance of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel any credit facilities and other expenses paid to Trustees and officers indebtedness of the Company in their capacities as such or any Subsidiary (but not in their capacities as officers or employees of the Manager) and fees and travel including commitment fees, accounting fees, legal fees, closing and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by costs) or on behalf any securities offerings of the Company; (fe) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 above; (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company or any Subsidiary and other bookkeeping and clerical work necessary to in maintaining relations with holders of securitiessuch securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including including, without limitation, all costs of preparing and filing required reports with the cost of Securities and Exchange Commission, the costs payable by the Company to any transfer agentagent and registrar in connection with the listing and/or trading of the Company’s shares on any exchange, the cost fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing, posting, distributing printing and mailing certificates for securities the Company’s annual report to the holders of its shares and proxy solicitation materials and reports with respect to any meeting of the interest holders of the Company (f) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third party vendors that is used solely for the Company or any Subsidiary; (g) expenses incurred by managers, officers, employees and agents of the Manager for travel on behalf of the Company or any Subsidiary and other out-of-pocket expenses incurred by managers, officers, employees and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of an Investment or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of the Company or any Subsidiary; (h) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses; (i) compensation and expenses of the Company’s securitiescustodian, transfer agent or trustee, if any; (j) legalthe costs of maintaining compliance with all federal, accounting state and auditing fees local rules and expenses, regulations or any other than those described in subsection (c) aboveregulatory agency; (k) filing all taxes and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16license fees; (l) expenses relating to any office or office facilities maintained by all insurance costs incurred in connection with the Company separate from the office operation of the Manager; andCompany’s and the Subsidiary’s business except for the costs attributable to the insurance that the Manager elects to carry for itself and its employees; (m) costs and expenses incurred in contracting with third parties, including affiliates of the Manager, for the servicing and special servicing of assets of the Company or any Subsidiary; (n) all other costs and expenses relating to the Company’s business and investment operations, including, without limitation, the costs and expenses of all equity award or compensation plans or arrangements established by the Companyacquiring, owning, protecting, maintaining, developing and disposing of Investments, including appraisal, reporting, audit and legal fees; (o) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the value Company or Investments separate from the office or offices of awards the Manager; (p) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or any Subsidiary, including, without limitation, in connection with any distribution or dividend reinvestment plan; (q) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his or her capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency, or settlement of pending or threatened proceedings; (r) the Company’s pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its affiliates required for the Company’s operations; and (s) all other expenses actually incurred by the Manager which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the Manager extent such expenses have previously been incurred or its employees, if any, and payment of any employment or withholding taxes are incurred in connection therewithwith such expiration or termination.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the The Company shall pay all of its expenses, and, without . Without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid borne by the ManagerManager unless such expense is a fee or other service for which the Manager is otherwise receiving a fee from the Company: (a1) the cost of money borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to by the Company; (c3) legalall taxes applicable to the Company including, auditingwithout limitation, accounting, underwriting, brokerage, listing, reporting, registration taxes on income and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing on assessments of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and chargesreal property; (d) expenses of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e5) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, independent contractors, unaffiliated mortgage servicers, consultants, managers and other agents and independent contractors employed by or on behalf of the Company; (f7) Acquisition Expenses and expenses directly connected with the investigation, acquisition, ownership and disposition or ownership of real estate interests investments or other property property, and with the origination or purchase of First Mortgage Bonds or other tax-exempt instruments (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, repair and improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 above; (g8) expenses of maintaining and managing real estate equity interests, processing and servicing mortgage and other loans and managing the Company's other investments; (10) all insurance costs incurred coverage in connection with the business of the Company (including officer officers' and trustee trustees' liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party); (h12) the expenses of dissolving and liquidating the Company or revising, amending or modifying its organizational documents; (14) expenses connected with payments of dividends or interest or contributions distribution in cash or any other form made or caused to be made by the Board of Trustees to holders of securities of the CompanyShareholders; (i16) all expenses connected with communications to holders of securities of the Company Shareholders and other bookkeeping and clerical work necessary to in maintaining relations with holders of securitiesthe Shareholders, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing certificates for securities and securities, proxy solicitation materials and reports to holders of the Company’s 's securities; (j18) the cost of any accounting, statistical or bookkeeping equipment necessary for the maintenance of the books and records of the Company; (20) transfer agent's and registrar's fees and charges; and (22) other legal, accounting and auditing fees and expensesexpenses as well as any costs incurred in connection with any litigation in which the Company is involved and in the examination, investigation or other than those described in subsection (c) above; (k) filing and recording fees for proceedings conducted by any regulatory or governmental filings, approvals and notices agency with respect to the extent not otherwise covered by any of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, As between the Company shall pay all its expensesand Van Eck, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses shall be borne exclusively by the Xxxxxxy. (i) Brokerage commissions and transfer and transfer taxes in connection with the Funds' transactions and similar fees and charges for the acquisition, disposition, lending or borrowing of the Company shall be paid Funds' investments; (ii) All other state, federal or local taxes (including any insurance, transfer, franchise or income taxes) payable by the Company and shall not be paid all corporate or filing fees payable by the Manager: (a) Company and all corporate or filing fees payable by the cost of borrowed moneyCompany to any governmental entity or agency; (biii) taxes on income Fees and taxes expenses incurred in the registration or qualification (and assessments on real maintaining said registration or qualification) of the Company and personal property, if any, its Shares under federal or state securities laws subsequent to the effective date of the registration statement; (iv) Compensation paid to directors who are not "interested persons" of the Company within the meaning of the Investment Company Act and travel expenses paid to all directors; (v) Interest and any other taxes applicable cost related to borrowing by the Company; (cvi) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration Any extraordinary or non-recurring expenses (such as legal claims and other feesliabilities, and printing, engraving litigation cost and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and chargesany indemnification related thereto); (dvii) expenses Costs of organizingprinting and the postage costs of distributing to current stockholders, restructuringstockholder reports, reorganizing proxy statements, Prospectuses, Statement of Additional Information, advertising and sales material; (viii) The cost of the fidelity bond required by Investment Company Act Rule 17g-1 and any errors and omissions insurance or liquidating other liability insurance covering the Company and/or its officers, directors and employees; (ix) Fees of auditors and legal counsel for the Company, or of revising, amending, converting or modifying membership dues for the Company’s organizational documents; (e) fees Investment Company Institute and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 above; (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of providing any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s securities; statistical information otherwise supplied by Van Eck; (jx) legal, accounting and auditing fees and expenses, All other than those described in subsection (c) above; (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent expenses not otherwise covered by any of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewithspecifically assumed hereundex xx Xxn Eck.

Expenses of the Company. Except as expressly otherwise provided in this Agreement(a) The OP, on its own behalf and on behalf of the Company Company, shall pay all its of the Advisees' expenses, and, without . Without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company an Advisee shall be paid by the OP on its own behalf or on behalf of the Company and shall not be paid borne by the ManagerAdvisor unless such expense is a fee or other service for which the Advisor is otherwise receiving a fee from the Advisees: (ai) the cost of money borrowed moneyby the Advisee; (bii) all taxes applicable to the Advisee including, without limitation, taxes on income and taxes and on assessments on of real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (eiii) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, independent contractors, unaffiliated mortgage servicers, consultants, managers and other agents and independent contractors employed by or on behalf of the CompanyAdvisee; (fiv) Acquisition Expenses and expenses directly connected with the investigation, acquisition, ownership and disposition or ownership of real estate interests property or other investments, and with the purchase or origination of real property and mortgage investments (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, repair and improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 above; (gv) all expenses of maintaining and managing real estate equity interests, processing and servicing mortgage and other loans and managing the Advisee's other investments; (vi) insurance costs incurred coverage in connection with the Company business of the Advisee (including officer officers', directors' and trustee partners' liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party); (hvii) the expenses of dissolving and liquidating the Advisee or revising, amending or modifying its organizational documents; (viii) expenses connected with payments of dividends or interest or contributions distribution in cash or any other form made or caused to be made by the Trustees Board of Directors to holders the stockholders or partners, as the case may be, of securities of the Company;such Advisee. (iix) all expenses connected with communications to holders of securities of stockholders or partners, as the Company case may be, and other bookkeeping and clerical work necessary to in maintaining relations with holders of securitiesthe stockholders or partners, as the case may be, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing certificates for securities and securities, proxy solicitation materials and reports to holders of the Company’s Advisee's securities; (jx) the cost of any accounting, statistical or bookkeeping equipment necessary for the maintenance of the books and records of the Advisee; (xi) transfer agent's and registrar's fees and charges; and (xii) other legal, accounting and auditing fees and expensesexpenses as well as any costs incurred in connection with any litigation in which the Advisee is involved and in the examination, investigation or other than those described in subsection (c) above;proceedings conducted by any regulatory agency with respect to the Advisee. (kb) filing Subject to Article 15, the OP shall reimburse the Advisor and recording fees its Affiliates on its own behalf or on behalf of the Company for regulatory or governmental filings, approvals and notices (i) the actual costs to the extent not otherwise covered Advisor or its Affiliates of goods, materials and services used for and by any such Advisee obtained from unaffiliated parties; (ii) administrative services necessary to the operation of the foregoing items of this Section 16; such Advisee; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (miii) the costs and expenses of all equity award or compensation plans or arrangements established personnel employed by the CompanyAdvisor and directly involved in the organization and business of such Advisee (including persons who may be employees or officers of the Advisor and its Affiliates) and for legal, including accounting, transfer agent, reinvestment and redemption plan administration, data processing, duplicating and investor communications services performed by employees or officers of the value of awards made Advisor and its Affiliates which could be performed directly for the Advisee by independent parties and (iv) any travel expenses incurred in connection with the services provided hereunder and for advertising expenses incurred by the Company to Advisor in seeking any investments or seeking the Manager or its employees, if any, and payment disposition of any employment investments held by such Advisee. The amounts charged to an Advisee for services performed shall not exceed the lesser of (a) the actual cost of such services, or withholding taxes in connection therewith(b) the amount which such Advisee would be required to pay to independent parties for comparable services.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the (a) The Company shall pay all of its expensescosts and expenses and shall reimburse the Manager or its Affiliates for expenses of the Manager and its Affiliates paid or incurred on behalf of the Company, and, without excepting only those expenses that are specifically the responsibility of the Manager pursuant to this Section 7 or otherwise excluded pursuant to Section 7(g). Without limiting the generality of the foregoing, it is specifically agreed that the following costs and expenses of the Company shall be paid or reimbursed by the Company and shall not be paid borne by the Manager or Affiliates of the Manager: (ai) the cost of borrowed moneyall ongoing organizational costs; (bii) taxes on income pro rata expenses incurred by the Manager in connection with the issuance and taxes transaction costs incident to the origination, acquisition, disposition and assessments on real and personal property, if any, and all other taxes applicable to financing of the Investments of the Company; (ciii) costs of legal, auditingfinancial, tax, accounting, underwritingservicing, brokeragedue diligence, listingconsulting, reporting, registration auditing and other similar services rendered for the Company by providers retained by the Manager or, if provided by the Manager’s personnel, in amounts that are no greater than those that would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis; (iv) the compensation and expenses of the Company’s directors, the cost of liability insurance to indemnify the Company’s directors and officers, directors and officers/errors and omissions liability insurance, and any other insurance premium; (v) costs associated with the establishment and maintenance of any financing arrangements or other indebtedness of the Company (including interest and other costs for borrowed money, commitment fees, and printingaccounting fees, engraving legal fees, closing and other similar costs) or the issuance, offering, distribution or listing of any of the Company’s securities (including selling commissions and fees, advertising expenses and taxes incurred any listing and registration fees); (vi) expenses connected with communications to holders of the Company’s securities and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including all costs of preparing and filing reports required by governmental entities, the costs payable by the Company to any transfer agent and registrar in connection with the issuance, distribution, transfer, trading, registration and listing and/or trading of the Company’s securities on any securities exchange, the Stock Exchangefees payable by the Company to any such securities exchange in connection with any such listing, including transfer agent’scosts of preparing, registrarprinting and mailing any reports of the Company to the Company’s stockholders and indenture trusteeproxy materials, if any, with respect to any meeting of the Company’s fees and chargesstockholders; (dvii) expenses of organizingcosts associated with any computer software or hardware, restructuring, reorganizing electronic equipment or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of purchased information technology service from a third-party vendor that is used for the Company; (fviii) expenses directly connected incurred by managers, officers, personnel and agents of the Manager for travel on the Company’s behalf and other out-of-pocket expenses incurred by managers, officers, personnel and agents of the Manager in connection with the investigationservices provided hereunder, acquisitionincluding in connection with any purchase, disposition or ownership of real estate interests financing, refinancing, sale or other property disposition of an investment or any of the Company’s securities offerings; (including third party property diligence costsix) costs and expenses incurred with respect to market information systems and publications, appraisal reportingresearch publications and materials, and settlement, clearing and custodial fees and expenses; (x) compensation and expenses of the Company’s custodian and transfer agent, if any; (xi) the costs of foreclosuremaintaining compliance with all federal, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement state and local management of property), rules and regulations or any other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 aboveregulatory agency; (gxii) all federal, state and local taxes and license fees; (xiii) all insurance costs incurred in connection with the Company (including officer operation of the Company’s business except for the costs attributable to the insurance that the Manager elects to carry for itself and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a partyits personnel; (hxiv) costs and expenses incurred in contracting with third parties; (xv) all other costs and expenses relating to the Company’s business and investment operations, including the costs and expenses of selecting, evaluating, originating, acquiring, owning, protecting, maintaining, developing and disposing of Investments, including appraisal, reporting, audit and legal fees; (xvi) expenses (including the Company’s pro rata portion of rent, telephone, printing, mailing, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses) relating to any office(s) or office facilities, including disaster backup recovery sites and facilities, maintained for the Company or the investments of the Company, the Manager or their Affiliates required for the operation of the Company; (xvii) expenses connected with the payments of interest, dividends or interest or contributions distributions in cash or any other form made authorized or caused to be made by the Trustees Board to holders or on account of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s securities, including in connection with any dividend reinvestment plan; (jxviii) legalany judgment or settlement of pending or threatened proceedings (whether civil, accounting and auditing fees and expensescriminal or otherwise) against the Company, other than those described or against any director or officer of the Company in subsection (c) abovehis capacity as such for which the Company is required to indemnify such director or officer by any court or governmental agency; (kxix) filing expenses connected with calculating the Company’s Core Earnings, Equity and/or net asset value (including the cost and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by expenses of any of the foregoing items of this Section 16independent valuation firm); (lxx) expenses relating to any office of organizing, re-domesticating, merging, liquidating or office facilities maintained by dissolving the Company separate from Company, selling equity interest in the office Company, or amending the Governing Instruments of the ManagerCompany; and (mxxi) all other expenses actually incurred by the Manager (except as otherwise specified herein) that are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. (b) The Company shall have no obligation to pay, or reimburse the Manager or its Affiliates for, the salaries and other compensation of the Manager’s investment professionals who provide services to the Company under this Agreement, except that the Company shall pay, or reimburse the Manager or its Affiliates, as applicable, for, the Company’s fair and equitable allocable share of the compensation, including annual base salary, bonus, any related withholding taxes and employee benefits, paid to (i) subject to review by the Compensation Committee of the Board, the Manager’s personnel serving as Chief Executive Officer or any other officer of the Company based on the percentage of his or her time spent devoted to the Company’s affairs and (ii) other corporate finance, tax, accounting, internal audit, legal, risk management, operations, compliance and other non-investment personnel of the Manager and its Affiliates who spend all or a portion of their time managing the Company’s affairs, with the allocable share of the compensation of such personnel described in this clause (ii) being as reasonably determined by the Manager to appropriately reflect the amount of time spent devoted by such personnel to the Company’s affairs. For the avoidance of doubt, the service by any personnel of the Manager and its Affiliates as a member of the Investment Committee will not, by itself, be dispositive in the determination as to whether such personnel is deemed “investment personnel” of the Manager and its Affiliates. The Manager shall provide the Company with such written detail as the Company may reasonably request to support the determination of the Company’s share of such costs. It being understood that, for the avoidance of doubt, the limitation contained in this Section 7(b) shall not apply to any equity-based incentive compensation payable or granted by the Company, including, without limitation, such equity-based incentive compensation made pursuant to the Plan. (c) The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. (d) Costs and expenses paid or incurred by the Manager on behalf of the Company shall be reimbursed monthly to the Manager and shall be made regardless of whether any cash distributions are made to the Company’s stockholders. The Manager shall prepare a written statement in reasonable detail documenting the costs and expenses of all equity award or compensation plans or arrangements established the Company and those incurred by the Manager on behalf of the Company during each month and shall deliver such written statement to the Company within 30 days after the end of each month. Subject to review by the Compensation Committee of the Board, the Company shall pay all amounts payable to the Manager pursuant to this Section 7(c) in cash within five (5) Business Days after the receipt of the written statement without demand, deduction, offset or delay. Cost and expense reimbursements to the Manager shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Company. The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in connection with such expiration or termination. (e) Notwithstanding anything contained in this Agreement to the contrary, including except to the value extent that the payment of awards made additional monies is proven by the Company to have been required as a direct result of the Manager’s acts or omissions that result in the right of the Company to terminate this Agreement pursuant to Section 12 of this Agreement, the Manager shall not be required to expend money (“Excess Funds”) in connection with any expenses that are required to be paid for or reimbursed by the Company pursuant to this Agreement in excess of that contained in any applicable Company Account or otherwise made available by the Company to be expended by the Manager hereunder. Failure of the Manager to expend Excess Funds out-of-pocket shall not give rise or be a contributing factor to the right of the Company under Section 10(b) of this Agreement to terminate this Agreement due to unsatisfactory performance by the Manager that is materially detrimental to the Company taken as a whole. (f) Should the Board request that the Manager, any Affiliate of the Manager or any director, officer or employee thereof render services for the Company other than as set forth in Section 2 hereof, such additional services, if the Manager elects to perform them, shall be separately compensated at such rates and in such amounts as shall be agreed upon by the Manager and the Board, subject to the limitations contained in the Company’s Governing Instruments; provided that such separate compensation shall not exceed an amount that would be payable to non-Affiliated third parties for similar services pursuant to an agreement negotiated on an arm’s-length basis, and shall not be deemed to be services pursuant to the terms of this Agreement. (g) The Company shall be responsible for the reimbursement or payment of all of the Company’s costs and expenses pertaining to its formation and its initial offering of equity (collectively, the “Start-Up Expenses”) through reimbursements to the Manager or its employeesAffiliates, if any, and payment of any employment or withholding taxes in connection therewithas applicable.

Expenses of the Company. Except as for expenses that the Advisor expressly otherwise provided in assumes pursuant to this Agreement, the Company shall pay bear, or cause others to bear, all expenses for its expensesoperations and activities, andand shall cause the Advisor to be reimbursed, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid or others, for any such expense that the Advisor incurs. The expenses borne by the ManagerCompany include, without limitation: (a) fees and expenses paid to the cost of borrowed moneyAdvisor as provided herein; (b) taxes on income and taxes and assessments on real and personal property, if any, and expenses of all other taxes applicable to the Companyaudits by independent public accountants; (c) legalexpenses of transfer or dividend disbursing agent, auditingregistrar, accountingcustodian, underwritingor depository appointed for safekeeping of each Portfolio's cash, brokeragesecurities, listing, reporting, registration and other feesproperty, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s securities on the Stock Exchangeshareholder record-keeping services, including transfer agent’sthe expenses of issuing, registrar’s and indenture trustee’s fees and chargesrepurchasing or redeeming Portfolio shares; (d) expenses of organizing, restructuring, reorganizing or liquidating obtaining quotations for calculating the Company, or value of revising, amending, converting or modifying the Company’s organizational documentsnet assets of each Portfolio; (e) fees and travel salaries and other expenses paid to Trustees and compensation of executive officers of the Company in their capacities as such (but who are not in their capacities as officers directors, officers, stockholders or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by Advisor or on behalf of the Companyits affiliates; (f) expenses directly connected with all taxes levied against the investigationCompany, acquisitionincluding issuance and transfer taxes, disposition or ownership of real estate interests and corporate fees payable by the Company to federal, state or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 abovegovernmental agencies; (g) all insurance costs incurred brokerage fees and commissions in connection with the Company (including officer purchase and trustee liability insurance) sale of securities for each Portfolio, and similar fees and charges for the acquisition, disposition, lending or in connection with any officer and trustee indemnity agreement to which the Company is a partyborrowing of such securities; (h) expenses connected with payments costs, including the interest expense, of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Companyborrowing money; (i) all expenses connected with communications costs incident to holders meetings of securities the Board and shareholders of the Company, (exclusive of costs of those Directors and employees of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders who are "interested persons" of the Company’s securitiesCompany within the meaning of the Act); (j) legal, accounting and auditing fees and expenses, other than those described in subsection (c) aboveexpenses of Directors who are not "interested persons" of the Company within the meaning of the Act; (k) filing and recording legal fees, including the legal fees for regulatory or governmental filings, approvals and notices related to the extent not otherwise covered by any registration and continued qualification of the foregoing items shares of this Section 16each Portfolio for sale; (l) expenses relating to any office or office facilities maintained by costs and expense of registering and maintaining the registration of the Company separate from and the office shares of the Manager; andeach Portfolio under federal and any applicable state laws; (m) the preparation, setting in type, printing in quantity and distribution of materials distributed to then-current shareholders of each Portfolio of such materials as prospectuses, statements of additional information, supplements to prospectuses and statements of additional information, periodic reports, communications, and proxy materials (including proxy statements and proxy cards) relating to the Company or the Portfolio and the processing, including tabulation, of the results of voting instruction and proxy solicitations; (n) the fees and expenses involved in the preparation of all reports as required by federal or state law; (o) postage; (p) extraordinary or non-recurring expenses, such as legal claims and liabilities and litigation costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made indemnification payments by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith; (q) trade association dues for the Investment Company Institute or similar organizations; and (r) the cost of the fidelity bond required by Rule 17g-1 under the Act, and any errors and omissions or other liability insurance premiums covering the Directors, officers, and employees.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all its expensesexpenses not payable by the Advisor, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the ManagerAdvisor: (a) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and stock exchange listing of the Company’s securities on the Stock Exchangesecurities, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating terminating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the ManagerAdvisor) and fees and travel and other expenses paid to advisors, contractors, mortgage servicersservices, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) expenses Expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of or property), other than expenses with respect thereto of employees of the ManagerAdvisor, to the extent that such expenses are to be borne by the Manager Advisor pursuant to Section 15 11 above; (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s securities; (j) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above;; and (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewithAdvisor.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all its expenses, expenses not assumed by the Adviser and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the ManagerCompany: (a) the cost of borrowed money; (b) taxes on income and taxes and assessments on income, real and personal property, if any, property and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, transfer agent's, registrar's, indenture trustee's, listing, reporting, registration and other fees, and printing, engraving engraving, and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and stock exchange listing of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges's securities; (d) fees and expenses of organizingadvisers and independent contractors, restructuringconsultants, reorganizing or liquidating managers and other agents employed directly by the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) expenses directly connected with the investigation, acquisition, disposition or ownership of mortgages or real estate interests property or other property (including third investment assets, including, to the extent not paid by any party property diligence costsother than the Company or the Adviser, appraisal reportingbut not limited to, the costs of foreclosure, insurance premiumscosts of appraisal, legal fees and other expenses for professional services, maintenance, repair and improvement of property; and brokerage and sales commissions, maintenance, repair, improvement and local management expenses of property), other than maintaining and managing real property equity interests; (f) the expenses with respect thereto of employees of organizing or terminating the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 aboveCompany; (g) all insurance costs (including the cost of Director's liability insurance) incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which protection of the Company is a partyCompany's property as required by the Directors; (h) expenses connected with payments of dividends or interest or contributions distributions in cash or any other form made or caused to be made by the Trustees Directors to holders of securities of the CompanyCompany including a dividend reinvestment plan, if any; (i) all expenses connected with communications to holders of securities of the Company and the other bookkeeping and clerical work necessary to in maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing checks, certificates for securities and proxy solicitation materials and reports to holders of the Company’s 's securities; (j) to the extent not paid by borrowers from the Company, the expenses of administering, processing and servicing mortgage, development, construction and other loans; (k) the cost of any accounting, statistical, or bookkeeping equipment necessary for the maintenance of the books and records of the Company; (1) general legal, accounting and auditing fees and expenses, other than those described in subsection (c) above; (km) filing salaries and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any other employment expenses of the foregoing items personnel employed or retained by the Company who are not Affiliates of this Section 16;the Adviser, fees and expenses incurred by all Directors and officers in attending Directors' meetings (including meetings of Board committees); fees and travel and other expenses incurred by the Directors, officers and employees of the Company who are not Affiliates of the Adviser; and (ln) expenses relating to any office or office facilities maintained options to purchase shares of the Company granted to officers and employees of the Company (including Affiliates of the Adviser) under a plan approved by the Company separate from the office Shareholders of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the The Company shall pay all of its expensesand the Company Subsidiaries' costs and expenses and shall reimburse the Manager or its Affiliates for out-of-pocket expenses of the Manager and its Affiliates incurred on behalf of the Company, and, without excepting those expenses that are the responsibility of the Manager pursuant to Section 7(a) of this Agreement. Without limiting the generality of the foregoing, it is specifically agreed that the following costs and expenses of the Company or any Company Subsidiary shall be paid by the Company and shall not be paid by the Manager or Affiliates of the Manager: (ai) all costs and expenses associated with the cost equity or debt capital raising activities of borrowed moneythe Company following the Initial Public Offering, including the costs and expenses of the preparation of the Company's registration statements, any and all costs and expenses of any subsequent offerings and any filing fees and costs of being a public company, including filings with the SEC, FINRA and the NYSE (and any other exchange or over-the-counter market), among other such entities, but in each instance following the Initial Public Offering; (bii) taxes on income all costs and taxes expenses in connection with the acquisition, disposition, development, protection, maintenance, financing, hedging, administration and assessments on real and personal property, if any, and all other taxes applicable to ownership of the Company's or any Company Subsidiary's investment assets (including, without limitation, potential investments that do not proceed to closing), including costs and expenses incurred in contracting with Service Providers or third parties, other than Affiliates of the Manager, to provide such services, such as legal fees, accounting fees, consulting fees, trustee fees, appraisal fees, insurance premiums, commitment fees, brokerage fees, guaranty fees, ad valorem taxes, costs of foreclosure, maintenance, repair and improvement of property and premiums for insurance on property owned or leased by the Company or any Company Subsidiary; (ciii) all legal, auditingaudit, accounting, consulting, underwriting, brokerage, listing, reportingfiling, custodian, transfer agent, rating agency, registration and other feesfees and charges, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and stock exchange listing of the Company’s 's or any Company Subsidiary's equity securities on or debt securities, but in each instance following the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and chargesInitial Public Offering; (div) all costs and expenses of organizingin connection with legal, restructuringaccounting, reorganizing or liquidating the Companydue diligence, or of revisingasset management, amendingsecuritization, converting or modifying the Company’s organizational documents; (e) fees and travel property management, leasing tasks and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees services that Service Providers, other than Affiliates of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or perform on behalf of the Company; (fv) all expenses directly connected relating to communications to holders of equity securities or debt securities issued by the Company or any Company Subsidiary and the other third party services utilized in maintaining relations with holders of such securities and in complying with the investigation, acquisition, disposition continuous reporting and other requirements of governmental bodies or ownership of real estate interests or other property agencies (including third party property diligence coststhe SEC), appraisal reporting, the including any costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 above; (g) all insurance costs incurred computer services in connection with this function, the cost of printing and mailing certificates for such securities and proxy solicitation materials and reports to holders of the Company's or any Company (including officer Subsidiary's securities and trustee liability insurance) or in connection with the cost of any officer and trustee indemnity agreement reports to third parties required under any indenture to which the Company or any Company Subsidiary is a party; (hvi) all costs and expenses connected of money borrowed by the Company or Company Subsidiaries, if any, including principal, interest and the costs associated with the establishment and maintenance of any credit facilities, warehouse loans, repurchase facilities and other indebtedness of the Company and Company Subsidiaries, if any (including commitment fees, legal fees, closing and other costs); (vii) all taxes and license fees applicable to the Company or any Company Subsidiary, including interest and penalties thereon; (viii) all fees paid to and expenses of Service Providers engaged by the Company or any Company Subsidiary or by the Manager for the account of the Company or any Company Subsidiary, other than Affiliates of the Manager; (ix) all insurance costs and premiums incurred by the Company or any Company Subsidiary, including any costs to obtain liability or other insurance to indemnify the Manager and underwriters of any securities of the Company and for liability or other insurance required pursuant to the Master Transaction Agreement; (x) all costs and expenses relating to the acquisition of, and maintenance and upgrades to, the Company's portfolio accounting systems; (xi) all compensation and fees paid to trustees or directors or managers of the Company or any Company Subsidiary (excluding compensation paid to officers or employees of the Manager or any of its Affiliates in their capacity as such officers or employees), all expenses of trustees or directors or managers of the Company or any Company Subsidiary (including those trustees who are also employees of the Manager or its Affiliates), the cost of trustees and officers liability insurance and premiums for errors and omissions insurance, and any other insurance deemed necessary or advisable by the Board of Trustees for the benefit of the Company and its trustees and officers (including those trustees who are also employees of the Manager or its Affiliates); (xii) all third-party legal, accounting and auditing fees and expenses, investor relations, administrative fees and expenses and other similar services relating to the Company's or any Company Subsidiary's corporate operations (including all quarterly and annual audit or tax fees and expenses); (xiii) all third-party legal, expert and other fees and expenses relating to any actions, proceedings, lawsuits, demands, causes of action and claims, whether actual or threatened, made by or against the Company or any Company Subsidiary, or which the Company or any Company Subsidiary is authorized or obligated to pay under Applicable Law or its Governing Instruments or by the Board of Trustees, other than those to which the Company is entitled to indemnification from Manager; (xiv) subject to Section 8 below, any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Company Subsidiary, or against any trustee, director or officer of the Company or any Company Subsidiary in his or her capacity as such for which the Company or any Company Subsidiary is required to indemnify such person by any court or governmental agency or settlement of pending or threatened proceedings; (xv) all travel and related expenses of the Company's trustees and officers and the Manager's employees incurred in connection with attending meetings of the Board of Trustees or holders of securities of the Company or any Company Subsidiary or performing other business activities on behalf of the Company or any Company Subsidiary; provided, however, that the Company shall only be responsible for a proportionate share of such expenses, as determined by the Manager exercising its commercially reasonable judgment, where such expenses were not incurred solely for the benefit of the Company; (xvi) all expenses of organizing, modifying or dissolving the Company or any Company Subsidiary and costs preparatory to entering into a business or activity or of winding up or disposing of a business activity of the Company or Company Subsidiaries, if any, other than expenses to be incurred by the Manager under Section 7(a)(iv) in connection with the formation of the Company; (xvii) all expenses relating to payments of dividends or dividends, interest or contributions distributions in cash or any other form made or caused to be made by the Board of Trustees to or on account of holders of the securities of the Company or any Company Subsidiary, including in connection with any dividend reinvestment plan; (xviii) all costs and expenses related to the design and maintenance of the Company's web site or sites and associated with any computer software, hardware or information technology services that is used primarily for the Company; (xix) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses incurred solely for the benefit of the Company; (ixx) all expenses connected with communications to holders of securities incurred on behalf of the Company and other bookkeeping and clerical work necessary to maintaining relations in connection with holders of securitiesservicing problems, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s securitiesdelinquent tenants or special servicing; (j) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above; (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (mxxi) the costs and expenses incurred with respect to administering the Equity Incentive Plan and complying with the terms of the Master Transaction Agreement and Registration Rights Agreement (except to the extent costs are explicitly the responsibility of another party thereunder); and (xxii) all equity award other expenses of the Company or compensation plans or arrangements established by the Companyany Company Subsidiary relating to its business and investment operations, including the value costs and expenses of awards made by acquiring, owning, protecting, maintaining, developing and disposing of Investments, that are not the Company to responsibility of the Manager or its employees, if any, and payment under Section 7(a) of any employment or withholding taxes in connection therewiththis Agreement.

Expenses of the Company. Except as expressly otherwise provided in this Agreementa. The OP, on its own behalf and on behalf of the Company Company, shall pay all its of the Advisees' expenses, and, without . Without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company an Advisee shall be paid by the OP on its own behalf or on behalf of the Company and shall not be paid borne by the ManagerAdvisor unless such expense is a fee or other service for which the Advisor is otherwise receiving a fee from the Advisees: (ai) the cost of money borrowed moneyby the Advisee; (bii) all taxes applicable to the Advisee including, without limitation, taxes on income and taxes and on assessments on of real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (eiii) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, independent contractors, unaffiliated mortgage servicers, consultants, managers and other agents and independent contractors employed by or on no behalf of the CompanyAdvisee; (fiv) Acquisition Expenses and expenses directly connected with the investigation, acquisition, ownership and disposition or ownership of real estate interests property or other investments, and with the purchase or origination of real property and mortgage investments (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissionscommission, maintenance, repair, repair and improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 above; (gv) all expenses of maintaining and managing real estate equity interests, processing and servicing mortgage and other loans and managing the Advisee's other investments; (vi) insurance costs incurred coverage in connection with the Company business of the Advisee (including officer officers', directors' and trustee partners' liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party); (hvii) the expenses of dissolving and liquidating the Advisee or revising, amending or modifying its organizational documents; (viii) expenses connected with payments of dividends or interest or contributions distribution in cash or any other form made or caused to be made by the Trustees Board of Directors to holders the stockholders or partners, as the case may be, of securities of the Company;such Advisee. (iix) all expenses connected with communications to holders of securities of stockholders or partners, as the Company case may be, and other bookkeeping and clerical work necessary to in maintaining relations with holders of securitiesthe stockholders or partners, as the case may be, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing certificates for securities and securities, proxy solicitation materials and reports to holders of the Company’s Advisee's securities; (jx) the cost of any accounting, statistical or bookkeeping equipment necessary for the maintenance of the books and records of the Advisee; (xi) transfer agent's and registrar's fees and charges; and (xii) other legal, accounting and auditing fees and expensesexpenses as well as any costs incurred in connection with any litigation in the Advisee is involved and in the examination, investigation or other proceedings conducted by any regulatory agency with respect to the Advisee. b. The Advisor shall bear the expenses it incurs in connection with performing its duties under the advisory agreement. These include salaries and fringe benefits of its directors and officers and travel and other administrative expenses of its directors or officers. c. The OP shall reimburse the Advisor and its Affiliates on its own behalf or on behalf of the Company for (i) organization and offering expenses in an amount up to two percent (2%) of the gross offering proceeds from the offering of the Company's shares pursuant to a registration statement filed under form S-11 with the SEC, which include actual legal, accounting, printing and expenses attributable to preparing such SEC registration statement, qualification of such shares for sale in various states and filing fees incurred by the Advisor, as well as reimbursements for marketing, salaries and direct expenses of its employees, including, without limitation, employee benefits, while engaged in registering and marketing such shares and other marketing and organization costs, other than those described selling commissions and fees payable to the Company's dealer manager in subsection connection with such offering; (cii) above; advertising expenses, expense reimbursements, and legal and accounting fees; (kiii) filing the actual cost of goods and recording fees materials used by the Advisees and obtained from entities not affiliated with the Advisor; (iv) administrative services (including personnel costs; provided, however, that no reimbursement shall be made for regulatory or governmental filings, approvals and notices costs of personnel to the extent not otherwise covered that such personnel perform services in transactions for which the Advisor receives a separate fee); (v) acquisition expenses, which include travel and expenses related to the selection and acquisition of properties, for goods and services provided by any of the foregoing Advisor; (vi) rent, leasehold improvement costs, utilities or other administrative items of this Section 16; generally constituting Advisor's overhead; and (lvi) expenses relating related to negotiating and servicing mortgage loans. In no event shall the OP reimburse the Advisor for any office or office facilities maintained by services for which the Company Advisor shall receive a separate from fee. The amounts charged to an Advisee for services performed shall not exceed the office lesser of the Manager; and (ma) the costs and expenses actual cost of all equity award such services, or compensation plans or arrangements established by (b) the Company, including the value of awards made by the Company amount which such Advisee would be required to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewithpay to independent parties for comparable services.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all of its and its Subsidiaries’ expenses, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company and its Subsidiaries shall be paid by the Company or its Subsidiaries and shall not be paid by the Manager: (ai) the cost of borrowed money; (bii) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the CompanyCompany or its Subsidiaries; (ciii) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s or any of its Subsidiaries securities on the Stock Exchangestock exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (div) expenses of organizing, restructuring, reorganizing or liquidating the CompanyCompany or any of its Subsidiaries, or of revising, amending, converting or modifying the Company’s or any of its Subsidiaries’ organizational documents; (ev) fees and travel and other expenses paid to members of the Board of Trustees and officers of the Company or those of individuals in similar positions with any of its Subsidiaries in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the CompanyCompany and its Subsidiaries; (fvi) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 9(a) above; (gvii) all insurance costs incurred in connection with the Company and its Subsidiaries (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company or any of its Subsidiaries is a party; (hviii) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the CompanyCompany or any of its Subsidiaries; (iix) all expenses connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s or its Subsidiaries’ securities; (jx) legal, accounting and auditing fees and expenses, other than expenses in addition to those described in subsection (ciii) above; (kxi) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 169(b); (lxii) expenses relating to any office or office facilities maintained by the Company or its Subsidiaries separate from the office of the Manager; and; (mxiii) software licensing fees and other fees and costs associated with proprietary software and programs used separately by the Company; (xiv) the costs and expenses of all equity award or compensation plans or arrangements established by the CompanyCompany or any of its Subsidiaries, including the value of awards made by the Company or any of its Subsidiaries to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith; (xv) the equity portion of the compensation of the Company’s dedicated chief executive officer and dedicated chief financial officer, which the Company shall be solely responsible for determining and paying; and (xvi) all other costs and expenses of the Company and its Subsidiaries, other than those to be specifically borne by the Manager pursuant to Section 9(a) above. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to amend or modify the Property Management Agreement.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the (a) The Company shall pay all of its expenses, and, without . Without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid borne by the ManagerManager unless such expense is a fee or other service for which the Manager is otherwise receiving a fee from the Company: (a1) the cost of money borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to by the Company; (c2) legalall taxes applicable to the Company including, auditingwithout limitation, accounting, underwriting, brokerage, listing, reporting, registration taxes on income and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing on assessments of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and chargesreal property; (d) expenses of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e3) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, independent contractors, unaffiliated mortgage servicers, consultants, managers and other agents and independent contractors employed by or on behalf of the Company; (f4) Acquisition Expenses and expenses directly connected with the investigation, acquisition, ownership and disposition or ownership of real estate interests investments or other property property, and with the origination or purchase of First Mortgage Bonds or other tax-exempt instruments (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, repair and improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 above; (g5) all expenses of maintaining and managing real estate equity interests, processing and servicing mortgage and other loans and managing the Company's other investments; (6) insurance costs incurred coverage in connection with the business of the Company (including officer officers' and trustee trustees' liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party); (h7) the expenses of dissolving and liquidating the Company or revising, amending or modifying its organizational documents; (8) expenses connected with payments of dividends or interest or contributions distribution in cash or any other form made or caused to be made by the Board of Trustees to holders of securities of the CompanyShareholders; (i9) all expenses connected with communications to holders of securities of the Company Shareholders and other bookkeeping and clerical work necessary to in maintaining relations with holders of securitiesthe Shareholders, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing certificates for securities and securities, proxy solicitation materials and reports to holders of the Company’s 's securities; (j10) the cost of any accounting, statistical or bookkeeping equipment necessary for the maintenance of the books and records of the Company; (11) transfer agent's and registrar's fees and charges; and (12) other legal, accounting and auditing fees and expensesexpenses as well as any costs incurred in connection with any litigation in which the Company is involved and in the examination, investigation or other than those described in subsection (c) above;proceedings conducted by any regulatory agency with respect to the Company. (kb) filing and recording fees for regulatory or governmental filingsSubject to Article 15, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from shall reimburse the office of the Manager; and Manager and its Affiliates for (mi) the actual costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employeesAffiliates of goods, if anymaterials and services used for and by the Company obtained from unaffiliated parties; (ii) administrative services necessary to the operation of the Company; (iii) the costs of personnel employed by the Manager and directly involved in the organization and business of the Company (including persons who may be employees or officers of the Manager and its Affiliates) and for legal, accounting, transfer agent, reinvestment and payment redemption plan administration, data processing, duplicating and investor communications services performed by employees or officers of the Manager and its Affiliates which could be performed directly for the Company by independent parties and (iv) any travel expenses incurred in connection with the services provided hereunder and for advertising expenses incurred by the Manager in seeking any investments or seeking the disposition of any employment investments held by the Company. The amounts charged to the Company for services performed shall not exceed the lesser of (a) the actual cost of such services, or withholding taxes in connection therewith(b) the amount which the Company would be required to pay to independent parties for comparable services.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all its expensesexpenses not expressly assumed by the Advisor, and, and without limiting the generality of the foregoing, foregoing it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the ManagerAdvisor: (a) the cost of money borrowed moneyby the Company; (b) taxes on income and taxes and assessments on real and personal property, if any, property and all other taxes applicable to the Company; (c) real estate brokerage and sales commissions with respect to the purchase or sale of real estate assets of the Company payable to real estate brokers who cooperate with the Advisor in such transactions, and brokerage and sales commissions with respect to the purchase or sale of Mortgage Investments payable to mortgage brokers who cooperate with the Advisor in such transactions; (d) legal, auditing, accounting, underwritingunderwriting commissions and fees and any other fees and costs, brokerageincluding due diligence, listingqualification of securities for sale in various states, reportinglisting of securities on a securities exchange, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, tradingregistration, registration marketing and listing of the Company’s securities on the Stock Exchange's securities, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses compensation of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) Advisor and fees direct expenses of officers and travel employees of the Advisor and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or affiliates while directly engaged in such activities on behalf of the Company; (e) fees, salaries and other employment costs, taxes and expenses paid to Directors, officers and employees of the Company, including persons who may be employees of the Advisor, other than officers of the Advisor, or of any company which controls, is controlled by or is under common control with the Advisor, incurred with respect to and allocable to the prudent operation and business of the Company, other than as provided under Section 13(a) above. (f) fees and expenses directly paid to independent contractors, appraisers, consultants, managers and other agents retained by or on behalf of the Company and expenses (including expenses for Persons who may also be officers or employees of the Advisor) connected with the investigation, acquisition, financing, refinancing, disposition or and ownership of real estate interests or other property (property, including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, repair and improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 above; (g) all insurance costs incurred in connection with the Company (including officer expenses of maintaining and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a partymanaging real estate interests; (h) insurance as required by the Directors (including Directors' liability insurance); (i) the expenses of organizing, revising, amending, converting, modifying or terminating the Company; (j) expenses connected with payments of dividends or interest or contributions distributions in cash or any other form made or caused to be made by the Trustees Directors to holders of securities of the Company; (ik) all expenses connected with communications to holders of securities of the Company and the other bookkeeping and clerical work necessary to in maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing certificates for securities and securities, proxy solicitation materials and reports to holders of the Company’s 's securities; (j1) legalthe cost of any accounting, accounting and auditing fees and expenses, other than those described in subsection (c) above; (k) filing and recording fees statistical or bookkeeping equipment necessary for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any maintenance of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from the office books and records of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith.;

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all its expensesexpenses not payable by the Manager, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the Manager: (a) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and stock exchange listing of the Company’s securities on the Stock Exchangesecurities, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating terminating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 17 above; (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s securities; (j) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above;; {B1823009; 1} (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 1618; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all its expensesexpenses not payable by the Manager, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the Manager: (a) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and exchange listing of the Company’s securities on the Stock Exchangesecurities, including transfer agent’s, registrar’s ’s, registration and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating terminating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees and officers Independent Directors of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property)assets, other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 13 above; (g) all insurance costs incurred in connection with by the Company (including officer and trustee liability insurance) or in connection with any officer and trustee director indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees Directors to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agentwebsite expenses, the cost of preparing, printing, posting, distributing and mailing certificates for securities and securities, proxy solicitation materials materials, and reports to holders of the Company’s securities; (j) advertising costs of the Company generally; (k) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above; (kl) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 1614 ; (lm) expenses of issue, sale, repurchase and redemption (if any) of interests in the Company, including expenses of conducting tender offers for the purpose of repurchasing Company securities; (n) expenses of reports to governmental officers and commissions; (o) association membership dues, (p) 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), (q) compensation and expenses of Independent Directors of the Company who are not members of the Manager’s organization, (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; and (s) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith.

Expenses of the Company. Except as expressly otherwise provided in this Agreement(a) Subject to Sections 2(e) and 7(b), the Manager shall be responsible for the expenses related to any and all personnel of the Manager and its Affiliates who provide services to the Company pursuant to this Agreement or otherwise (including, without limitation, each of the executive officers of the Company, any directors of the Company who are also directors, officers or employees of the Manager or any of its Affiliates, and any portfolio management, acquisitions or investment professionals), including, without limitation, salaries, bonus and other wages, payroll taxes and the cost of employee benefit plans of such personnel, and costs of insurance with respect to such personnel (“Manager Expenses”). (b) The Company shall pay all of its expensescosts and expenses and shall reimburse the Manager or its Affiliates for documented costs and expenses of the Manager and its Affiliates to the extent incurred on behalf of the Company in accordance with this Agreement, and, without other than Manager Expenses. Without limiting the generality of the foregoing, it is specifically agreed that the following costs and expenses of the Company or any Subsidiary shall be paid by the Company and shall not be paid by the Manager or Affiliates of the Manager: (ai) fees, costs and expenses in connection with the cost issuance and transaction costs incident to the acquisition, negotiation, structuring, trading, settling, disposition and financing of borrowed money; Assets of the Company and its Subsidiaries (b) taxes on income whether or not consummated), including brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and taxes and assessments on real and personal propertysettlement charges, if anyforfeited deposits, and all other taxes applicable to the Company; (c) legalcosts, auditing, accounting, underwriting, brokerage, listing, reporting, registration fees and other fees, and printing, engraving and other expenses and taxes actually incurred in connection with the issuancepursuit, distributionmaking, transferholding, tradingsettling, registration monitoring or disposing of Assets; (ii) fees, costs and expenses of legal, tax, accounting, custodial, consulting, auditing (including internal audits), finance, administrative, investment banking, capital market and other similar services rendered to the Company (including, where the context requires, through one or more third parties and/or Affiliates of the Manager) or, if provided by the Manager’s personnel or personnel of Affiliates of the Manager, in accordance with Section 2(e) hereof; (iii) reimbursements of costs and expenses (to the extent such costs and expenses would otherwise be reimbursable if incurred by the Manager or its Affiliates under this Section 7(b)) of a sub-manager engaged in accordance with Section 2(c) hereof; (iv) the compensation and expenses of the Company’s directors (excluding those directors who are officers or employees of the Manager or its Affiliates) and the cost of “errors and omissions” and liability insurance to indemnify the Company’s directors and officers; (v) interest and fees and expenses arising out of borrowings made by the Company, including, but not limited to, costs associated with the establishment and maintenance of any of the Company’s credit facilities, other financing facilities or arrangements, or other indebtedness of the Company (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any of the Company’s securities offerings; (vi) expenses connected with communications to holders of the Company’s securities or securities of the Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the SEC, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s securities on any exchange, the Stock Exchangefees payable by the Company to any such exchange in connection with its listing, including transfer agent’scosts of preparing, registrarprinting and mailing the Company’s annual report to the Company’s stockholders and indenture trusteeproxy materials with respect to any meeting of the Company’s fees stockholders and chargesany other reports or related statements; (dvii) expenses the Company’s allocable share of organizingcosts associated with technology-related expenses, restructuringincluding without limitation, reorganizing any computer software or liquidating hardware, electronic equipment or purchased information technology services from third-party vendors or Affiliates of the Manager that are used for the Company, or of revising, amending, converting or modifying technology service providers and related software/hardware utilized in connection with the Company’s organizational documentsactivities; (eviii) fees the Company’s allocable share of expenses incurred by managers, officers, personnel and agents of the Manager for travel on the Company’s behalf and other out-of-pocket expenses paid to Trustees incurred by them in connection with the purchase, financing, refinancing, sale or other disposition of an Asset or the establishment and officers maintenance of any of the Company in their capacities as such (but not in their capacities as officers Company’s financing facilities or employees arrangements, securitizations or any of the Company’s securities offerings; (ix) the Company’s allocable share of costs and expenses incurred with respect to market information systems and publications, research publications and materials, including, without limitation, news research and quotation equipment and services; (x) the Company’s allocable share of the cost per employee (consistent with the Manager’s or its Affiliate’s general practices) and fees and travel for corporate finance, tax, accounting, internal audit, legal, risk management, operations, compliance and other personnel of the Manager or one or more of its Affiliates who spend all or a portion of their time managing the Company’s affairs to the extent not otherwise excluded pursuant to Section 7(a). The Company’s share of such costs shall be based upon the percentage of time devoted by such personnel of the Manager or one or more of its Affiliates to the Company’s and its Subsidiaries’ affairs or another reasonable allocation methodology; (xi) the costs and expenses relating to ongoing regulatory compliance matters and regulatory reporting obligations relating to the Company’s activities; (xii) the costs of any litigation involving the Company or its Assets and the amount of any judgments or settlements paid in connection therewith, directors and officers, liability or other insurance and indemnification or extraordinary expense or liability relating to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf the affairs of the Company; (fxiii) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage all taxes and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 abovelicense fees; (gxiv) all insurance costs incurred in connection with the Company (operation of the Company’s business including officer those insurance coverages required pursuant to Section 2(l) hereof and trustee liability insurance) or in connection with any officer and trustee indemnity agreement insurance reimbursements paid to which sub-managers of the Company is a partyManager; (hxv) compensation and expenses of the Company’s custodian, transfer agent or trustee, if any; (xvi) the Company’s allocable share of costs and expenses incurred in contracting with third parties, in whole or in part, on the Company’s behalf; (xvii) all other costs and expenses relating to the Company’s business and operations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assets, including appraisal, reporting, audit and legal fees; (xviii) expenses relating to any office(s) or office facilities, including, but not limited to, disaster backup recovery sites and facilities maintained for the Company or the Assets of the Company and its Subsidiaries separate from the office or offices of the Manager; (xix) expenses connected with the payments of interest, dividends or interest or contributions distributions in cash or any other form made authorized or caused to be made by the Trustees Board to holders or on account of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s securitiessecurities or of the Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan; (jxx) legalany judgment or settlement of pending or threatened proceedings (whether civil, accounting and auditing fees and expensescriminal or otherwise) against the Company or any Subsidiary, other than those described or against any trustee, director, partner, member or officer of the Company or of any Subsidiary in subsection (c) abovehis capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director, partner, member or officer by any court or governmental agency; (kxxi) filing and recording fees the cost of any equity awards for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any directors of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the ManagerCompany; and (mxxii) all other expenses actually incurred by the Manager (except as otherwise specifically excluded herein) which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. (c) The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. (d) The Manager shall prepare a written expense statement in reasonable detail documenting the costs and expenses of all equity award or compensation plans or arrangements established the Company incurred during each fiscal quarter to be reimbursed by the Company, including and shall use commercially reasonable efforts to deliver the value same to the Company within forty-five (45) days following the end of awards made the applicable fiscal quarter (subject to reasonable delays resulting from delays in the receipt of information). The amounts payable for such cost and expense reimbursement shall be paid by the Company within ten (10) days following delivery of the expense statement by the Manager; provided, that such payments may be offset by the Manager against amounts due to the Company from the Manager. Cost and expense reimbursement to the Manager or its employees, if any, and payment shall be subject to adjustment at the end of any employment or withholding taxes each calendar year in connection therewithwith the annual audit of the Company. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in connection with such expiration or termination.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the The Company shall pay all of its expenses, expenses and shall reimburse the Advisor for its expenses as provided in Sections 9 and 10 hereof and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company: a) To the extent the Advisor is not expressly required to pay such expenses pursuant to this Agreement, salaries and other employment expenses of the personnel employed by the Company, Directors' fees and expenses incurred in attending Directors meetings, travel and other expenses incurred by Directors, officers and employees of the Company and shall not be paid by the Manager: (a) the cost of borrowed moneyDirectors' liability insurance; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other The cost of borrowed moneys; c) All taxes applicable to the Company; (cd) legalLegal, accounting, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the organization or termination of the Company, the issuance, distribution, transfer, trading, registration and stock exchange or quotation system listing of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges's securities; (d) expenses of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees Fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, independent contractors, mortgage servicersthe Management Agent, consultants, managers and other agents and independent contractors employed directly by the Company or on behalf by the Advisor at the Company's request for the account of the CompanyCompany or by Affiliates of the Advisor, as provided above; (f) expenses directly connected Expenses in connection with the investigation, acquisition, disposition or disposition, leasing and ownership of real estate interests or other property (investments, including third party property diligence coststo the extent not paid by others, appraisal reporting, the costs of foreclosure, insurance premiumsbut not limited to, legal fees and other expenses of professional services, maintenance, repair and improvement of property and brokerage and sales commissions, maintenance, repair, improvement expenses of maintaining and local management of property), other than expenses with respect thereto of employees managing Real Property equity interests (including the fees and charges of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 aboveManagement Agent); (g) all All insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a partyCompany; (h) expenses Expenses connected with payments of dividends or interest or contributions distributions in cash or in any other form made or caused to be made by the Trustees Board of Directors to holders of securities of the Company; (i) all All expenses connected with communications to holders of securities of the Company and the other bookkeeping and clerical work necessary to in maintaining relations with holders of securitiessecurities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s 's securities; (j) legal, accounting Transfer agent and auditing registrar's fees and expenses, other than those described in subsection (c) above;charges; and (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16; (l) expenses Expenses relating to any office or office facilities maintained by the Company separate from the office or offices of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewithAdvisor.

Expenses of the Company. Except as expressly otherwise provided in this AgreementSection 13, the Company shall pay all its expensescosts and expenses and shall reimburse the Manager or its Affiliates, as applicable, for all costs and expenses of the Company’s operations, and, without limiting the generality of the foregoing, it is specifically agreed that the following costs and expenses of the Company shall be paid by the Company and shall not be paid by the ManagerManager or its Affiliates: (a) costs associated with establishing and maintaining any of the cost of borrowed moneyCompany’s repurchase agreements, bank credit facilities (including term loans and revolving facilities), other financing arrangements or other indebtedness (including commitment fees, accounting fees, legal fees, closing and other similar costs); (b) taxes on income and the Company’s taxes and assessments on real and personal property, if any, and all other taxes and assessments applicable to the Company; (c) legal, auditing, accounting, tax planning and tax return preparation fees and expenses, and other fees and expenses for professional services; (d) underwriting, brokerage, listing, reporting, registration reporting and other fees, fees and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing distribution or transfer of the Company’s securities on the Stock Exchangesecurities, including transfer agent’sthe fees and charges of any printer, registrar’s engraver and indenture trustee’s fees and charges; (de) expenses of organizing, restructuring, reorganizing or liquidating the CompanyCompany or any of its subsidiaries, or of revising, amending, converting or modifying the Company’s or any of its subsidiary’s organizational documents; (ef) fees and travel and other expenses paid or reimbursed to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid or reimbursed to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company; (fg) all costs and expenses directly connected with relating to the investigationCompany’s business operations, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reportingincluding, the costs and expenses of investigating, conducting diligence, acquiring, negotiating, structuring, owning, protecting, maintaining, developing and disposing of investments (whether or not consummated), including the costs of appraisals or other valuation services, foreclosure, insurance premiums, accounting, tax, legal and other professional services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 aboveproperty or investment management; (gh) all insurance costs incurred in connection with the Company (including officer and trustee officers liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (hi) expenses connected with related to payments of dividends distributions or interest or contributions in cash or any other form made or caused to be made by the Trustees Board to holders of securities of the Company; (ij) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining maintain relations with holders of securitiessecurities of the Company, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy consent solicitation materials and reports to holders of the Company’s securities; (j) legal, accounting securities and auditing fees and other investor relations expenses, other than those described in subsection (c) above; (k) filing and recording fees for regulatory or governmental filings, approvals and notices notices; (l) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) by or before any court or governmental agency against the Company; (m) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) by or before any court or governmental agency against any Person in his, her or its capacity as a director, partner, member or officer of the Company, except to the extent not otherwise covered by any of permitted pursuant to Delaware Law, the foregoing items of Company’s governing documents or this Section 16Agreement; (ln) expenses relating to any office or office facilities maintained by (including disaster backup recovery sites and facilities) for the Company separate from Company, including but not limited to rent, telephone, utilities, office furniture, equipment, machinery and other overhead type expenses; (o) the office Company’s allocable share of the Managercosts and expenses incurred with respect to market information systems and publications, research publications and materials, including news research and quotation equipment and services; and (mp) the costs and all other expenses of all equity award or compensation plans or arrangements established actually incurred by the Company, including the value of awards made by the Company to the Manager or any of its employeesAffiliates (except as otherwise specified herein) which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. The Company acknowledges and agrees that the Manager has entered into a shared services agreement pursuant to which RMR provides the Manager with certain facilities, if anytechnology and services and with access to the full scope of real estate and public company operations services and expertise available within RMR for use by the Manager in conducting the Company’s operations. The Company agrees to reimburse the Manager for the shared services costs that the Manager pays to RMR and its affiliates under this shared services agreement, as approved by the Board at least annually. The shared services costs paid by the Manager to RMR and its affiliates under this shared services agreement will include an allocation of RMR’s costs of rent, utilities, office furniture, equipment, machinery, facilities, and payment other overhead type expenses, the costs of any employment or withholding taxes in connection therewithlegal, accounting, audit, tax planning and tax return preparation, consulting services, diligence related to the Company’s investments, investor relations and other professional services, personnel and support services shared by the Manager.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the The Company shall pay all its expenses, expenses not assumed by the Advisor and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the ManagerAdvisor: a. the Company shall reimburse the Advisor, on a monthly basis, the Company’s pro-rata portion (aas reasonably agreed to between the Advisor and a majority of the Company’s Independent Directors) of all expenses related to (i) employment of the Advisor’s personnel who are actively engaged in the services to the Company (“Service Employees”) and (ii) the reasonable travel and other out-of-pocket costs of the Service Employees. Such expenses shall include, but are not limited to, salary, wages, payroll taxes and the cost of employee benefit plans. b. the cost of money borrowed moneyby the Company; (b) taxes on c. income and taxes, taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) d. legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, and engraving and other expenses expenses, and taxes incurred in connection with the issuance, distribution, transfer, tradingregistration, registration and stock exchange listing of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges's securities; (d) expenses of organizinge. fees, restructuringsalaries, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees officers and officers employees of the Company in their capacities as such (but who are not in their capacities as directors, officers or employees of the Manager) and fees and travel and other expenses paid to advisorsAdvisor, contractorsor of any company that controls, mortgage servicersis controlled by, consultants, and other agents and independent contractors employed by or on behalf of is under common control with the CompanyAdvisor; (f) f. expenses directly connected with the investigation, origination or purchase of Mortgage Loans and with the acquisition, disposition or and ownership of real estate equity interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiumsinsurance, legal serviceslegal, brokerage and sales commissionsprotective, brokerage, maintenance, repair, and property improvement services) and local management including all compensation, traveling expenses, and other direct costs associated with the Advisor's employees or other personnel engaged in (i) real estate transaction legal services, (ii) foreclosure and other mortgage finance services, (iii) sale or solicitation for sale of property)mortgages, other than expenses with respect thereto of employees of the Manager(iv) engineering and appraisal services, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 aboveand (v) transfer agent services; (g) all insurance costs incurred in connection with g. insurance, as required by the Company (including officer and trustee Directors’ liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party); (h) h. the expenses or organizing, revising, amending, converting, modifying, or termination of the Company; i. expenses connected with payments of dividends or interest or contributions distributions in cash or any other form made or caused to be made by the Trustees Directors to holders of securities of the Company; (i) j. all expenses connected with communications to holders of securities of the Company and the other bookkeeping and clerical work necessary to in maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s 's securities; (j) k. the cost of any accounting, statistical, bookkeeping or computer equipment or computer time necessary for maintaining the books and records of the Company and for preparing and filing Federal, State and Local tax returns; l. transfer agent's, registrar's, and indenture trustee's fees and charges; m. legal, accounting accounting, investment banking, and auditing fees and expenses, other than those described in subsection (c) aboveexpenses charged by independent parties performing these services; (k) filing and recording n. expenses incurred by the Advisor, arising from the sales of Company properties, including those expenses related to carrying out foreclosure proceedings; o. commercially reasonable fees for regulatory or governmental filings, approvals and notices paid to the extent not otherwise covered by any Advisor for efforts to liquidate mortgages before maturity, such as the solicitation of the foregoing items offers and negotiation of this Section 16terms of sale; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the p. costs and expenses of all equity award connected with computer services, including, but not limited to, employee or compensation plans or arrangements established by other personnel compensation, hardware and software costs, and related development and installation costs associated therewith; q. costs and expenses associated with risk management (i.e. insurance relating to the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith.’s assets);

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all its expensesexpenses not assumed by the Advisor, andincluding, without limiting but not limited to: (a) To the generality of extent the foregoingAdvisor is not required to pay such expenses pursuant to Section 7 hereof, it is specifically agreed that the following salaries and other employment expenses of the Company shall be paid Directors of and personnel employed by the Company and shall not be paid by travel and related expenses of directors, officers and employees of the Manager:Advisor and of Directors, officers and employees of the Company relating to the business and financial affairs of the Company; (ab) the cost of borrowed money; (bc) taxes on income and income, taxes and assessments on real and personal property, if anyassessments against Real Property, and all other taxes and applicable to the Company; (cd) legal, auditingaudit, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and stock exchange listing of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents's securities; (e) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisorsindependent advisers, independent contractors, mortgage servicersconsultants (including investor relations consultants), consultants, managers and other agents and independent contractors employed directly by or on behalf of the CompanyCompany (other than through the Advisor); (f) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne not paid by borrowers from the Manager pursuant to Section 15 aboveCompany, costs of loan administration and mortgage servicing; (g) all insurance costs incurred in connection expenses related to mortgage loans and connected with the Company (including officer acquisition, disposition, leasing and trustee liability insurance) ownership of Real Property investments, including, to the extent not paid by others, but not limited to, legal fees and other expenses of professional services; the costs of foreclosure; costs of financings and refinancings; insurance premiums; legal or in connection with any officer accounting services; taxes; title and trustee indemnity agreement to which abstract expenses; brokerage and sales commissions; maintenance, repair or improvement of Real Property; architectural and engineering fees; expenses of managing Real Property equity interests and appraisal or inspection fees except when performed by employees of the Company is a partyAdvisor; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused related to be made Real Property equity interests owned by the Trustees to holders of securities Company, including, but not limited to, insurance premiums; legal or accounting services; architectural and engineering fees; appraisal or inspection fees except when performed by employees of the CompanyAdvisor; taxes; title and abstract expenses; brokerage and sales commissions; management fees and expenses; and costs of financings and refinancings; (i) all other insurance as required by the Directors (including Directors' liability insurance, if any); (j) the expenses of dissolving the Company or of amending the Articles of Incorporation or Bylaws of the Company or of merging the Company with any other entity; (k) expenses connected directly with communications payments to holders of securities of the Company and other bookkeeping and clerical work necessary to in maintaining relations with holders of securitiessecurities and the investment community in general, including the cost of any transfer agent, the cost of preparing, printingprinting and distributing proxy materials, postingreports to shareholders, distributing news releases, and mailing certificates for securities securities, and proxy solicitation materials and reports to holders of the Company’s securitiesany legal assistance related thereto; (j1) legaltransfer agents', accounting registrars', warrant agents', dividend paying agents' and auditing indenture trustees' fees and expenses, other than those described in subsection (c) abovecharges; (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and advertising expenses incurred in seeking Real Property investments or disposing of all equity award or compensation plans or arrangements established by Real Property assets for the Company; (n) all costs including but not limited to travel, including marketing, seminars, courier, business promotions, entertainment, advertising, office supplies, etc. where such costs are directly attributable and identifiable to the value Company's assets, liabilities, operations, business and financial affairs. (o) the cost of awards made by a chief financial officer and controller for the Company to who is unaffiliated with the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewithAdvisor.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company (a) Each Advisee shall pay all of its expenses, and, without . Without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company an Advisee shall be paid by the Company such Advisee and shall not be paid borne by the ManagerAdvisor unless such expense is a fee or other service for which the Advisor is otherwise receiving a fee from the Advisees: (ai) the cost of money borrowed moneyby the Advisee; (bii) all taxes applicable to the Advisee including, without limitation, taxes on income and taxes and on assessments on of real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (eiii) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, independent contractors, unaffiliated mortgage servicers, consultants, managers and other agents and independent contractors employed by or on behalf of the CompanyAdvisee; (fiv) Acquisition Expenses and expenses directly connected with the investigation, acquisition, ownership and disposition or ownership of real estate interests property or other investments, and with the purchase or origination of real property and mortgage investments (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, repair and improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 above; (gv) all expenses of maintaining and managing real estate equity interests, processing and servicing mortgage and other loans and managing the Advisee's other investments; (vi) insurance costs incurred coverage in connection with the Company business of the Advisee (including officer officers', directors' and trustee partners' liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party); (hvii) the expenses of dissolving and liquidating the Advisee or revising, amending or modifying its organizational documents; (viii) expenses connected with payments of dividends or interest or contributions distribution in cash or any other form made or caused to be made by the Trustees Board of Directors to holders the stockholders or partners, as the case may be, of securities of the Company;such Advisee. (iix) all expenses connected with communications to holders of securities of stockholders or partners, as the Company case may be, and other bookkeeping and clerical work necessary to in maintaining relations with holders of securitiesthe stockholders or partners, as the case may be, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing certificates for securities and securities, proxy solicitation materials and reports to holders of the Company’s Advisee's securities; (jx) the cost of any accounting, statistical or bookkeeping equipment necessary for the maintenance of the books and records of the Advisee; (xi) transfer agent's and registrar's fees and charges; and (xii) other legal, accounting and auditing fees and expensesexpenses as well as any costs incurred in connection with any litigation in which the Advisee is involved and in the examination, investigation or other than those described in subsection (c) above;proceedings conducted by any regulatory agency with respect to the Advisee. (kb) filing Subject to Article 15, each Advisee shall reimburse the Advisor and recording fees its Affiliates for regulatory or governmental filings, approvals and notices (i) the actual costs to the extent not otherwise covered Advisor or its Affiliates of goods, materials and services used for and by any such Advisee obtained from unaffiliated parties; (ii) administrative services necessary to the operation of the foregoing items of this Section 16; such Advisee; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (miii) the costs and expenses of all equity award or compensation plans or arrangements established personnel employed by the CompanyAdvisor and directly involved in the organization and business of such Advisee (including persons who may be employees or officers of the Advisor and its Affiliates) and for legal, including accounting, transfer agent, reinvestment and redemption plan administration, data processing, duplicating and investor communications services performed by employees or officers of the value of awards made Advisor and its Affiliates which could be performed directly for the Advisee by independent parties and (iv) any travel expenses incurred in connection with the services provided hereunder and for advertising expenses incurred by the Company to Advisor in seeking any investments or seeking the Manager or its employees, if any, and payment disposition of any employment investments held by such Advisee. The amounts charged to an Advisee for services performed shall not exceed the lesser of (a) the actual cost of such services, or withholding taxes in connection therewith(b) the amount which such Advisee would be required to pay to independent parties for comparable services.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the (a) The Company shall pay all of its expenses, and, without except those set forth in paragraph 16 hereof. Without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid borne by the ManagerAdvisor: (ai) the cost of money borrowed moneyby the Company; (bii) taxes on an income and taxes and assessments on real and personal property, if any, property and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (eiii) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, independent contractors, unaffiliated mortgage servicers, consultants, managers and other agents and independent contractors employed by or on behalf of the Company; (fiv) expenses directly connected with the investigationownership, acquisitionand disposition of investments, disposition or ownership of real estate interests or other property and with the origination or purchase of investments (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, repair and improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 above; (gv) all expenses of maintaining and managing real estate equity interests, processing and servicing mortgage and other loans and managing the Company's other investments; (vi) insurance costs incurred coverage in connection with the business of the Company (including officer officers' and trustee trustees' liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party); (hvii) the expenses of revising, amending, converting, modifying or terminating the Company or revising, amending or modifying its organizational documents; 77 (viii) expenses connected with payments of dividends or interest or contributions Distributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the CompanyShareholders; (iix) all expenses connected with communications to holders of securities of the Company Shareholders and other bookkeeping and clerical work necessary to in maintaining relations with holders of securitiesthe Shareholders, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing printing and mailing certificates for securities and securities, proxy solicitation materials and reports to holders of the Company’s 's securities; (jx) the cost of any accounting, statistical or bookkeeping equipment necessary for the maintenance of the books and records of the Company; (xi) transfer agent's and registrar's fees and charges; (xii) other legal, accounting and auditing fees and expensesexpenses as well as any costs incurred in connection with any other litigation in which the Company is involved and in the examination, investigation or other than those described in subsection (c) aboveproceedings conducted by any regulatory agency with respect to the Company; (kxiii) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16; (l) all expenses relating to any office or office facilities maintained by the Company separate from or any Subsidiary exclusive of the main office of the ManagerAdvisor, including, without limitation, rent, telephones, utilities, office furniture, equipment, machinery and other office expenses for any persons employed by the Company;; and (mxiv) the Company's pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Advisor and its Affiliates required for the Company's operations. (b) The Company shall reimburse the Advisor and its Affiliates for (i) the actual costs to the Advisor or its Affiliates of goods, materials and services used for and by the Company obtained from unaffiliated parties; (ii) administrative services necessary to the operation of the Company and (iii) the costs of certain personnel employed by the Company and directly involved in the organization and business of the Company (including persons who may be employees or officers of the Advisor and its Affiliates) and for legal, accounting, transfer agent, reinvestment and redemption plan administration, data processing, duplicating and investor communications services performed by employees or officers of the Advisor and its Affiliates which could be performed directly for the Company by independent parties. The amounts charged to the Company for services performed pursuant to clause (ii) above will not exceed the lesser of (a) the actual cost of such services, or (b) the amount which the Company would be required to pay to independent parties for comparable services. No reimbursement will be allowed to the Advisor or its Affiliates for services performed pursuant to clause (ii) above unless the Advisor or its Affiliates have the appropriate experience and expertise to perform such services. (c) The Company will reimburse the Advisor for any travel expenses incurred in connection with the services provided hereunder and for advertising expenses incurred by it in seeking any investments or seeking the disposition of all equity award or compensation plans or arrangements established any investments held by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith.

Expenses of the Company. Except as expressly otherwise provided in this Agreement, the Company shall pay all its expensesexpenses not assumed by the Advisor; including, andbut not limited to: (a) To the extent the Advisor is not required to pay such expenses pursuant to Section 7 hereof, without limiting the generality of the foregoing, it is specifically agreed that the following salaries and other employment expenses of the Company shall be paid Directors of and personnel employed by the Company and shall not be paid by travel and related expenses of directors, officers and employees of the Manager:Advisor and of Directors, officers and employees of the Company relating to the business and financial affairs of the Company; (ab) the cost of borrowed money; (bc) taxes on income and income, taxes and assessments on real and personal property, if anyassessments against property, and all other taxes and applicable to the Company; (cd) legal, auditingaudit, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and stock exchange listing of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents's securities; (e) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisorsindependent advisers, independent contractors, mortgage servicersconsultants (including investor relations consultants), consultants, managers and other agents and independent contractors employed directly by or on behalf of the CompanyCompany (other than through the Advisor); (f) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne not paid by borrowers from the Manager pursuant to Section 15 aboveCompany, costs of loan administration and mortgage servicing; (g) all insurance costs incurred in connection expenses related to mortgage loans and connected with the Company (including officer acquisition, disposition, leasing and trustee liability insurance) ownership of investments, including, to the extent not paid by others, but not limited to, legal fees and other expenses of professional services; the costs of foreclosure; costs of financings and refinancings; insurance premiums; legal or in connection with any officer accounting services; taxes; title and trustee indemnity agreement to which abstract expenses; brokerage and sales commissions; maintenance, repair or improvement of property; architectural and engineering fees; expenses of managing real property equity interests and appraisal or inspection fees except when performed by employees of the Company is a partyAdvisor; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused related to be made real estate equity interests owned by the Trustees to holders of securities Company, including, but not limited to, insurance premiums; legal or accounting services; architectural and engineering fees; appraisal or inspection fees except when performed by employees of the CompanyAdvisor; taxes; title and abstract expenses; brokerage and sales commissions; management fees and expenses; and costs of financings and refinancings; (i) all other insurance as required by the Directors (including Directors' liability insurance, if any); (j) the expenses of dissolving the Company or of amending the Articles of Incorporation or Bylaws of the Company or of merging the Company with any other entity; (k) expenses connected directly with communications payments to holders of securities of the Company and other bookkeeping and clerical work necessary to in maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s securities; (j) legal, accounting and auditing fees and expenses, other than those described investment community in subsection (c) above; (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith.general,