Common use of Expenses of the Company Clause in Contracts

Expenses of the Company. The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, the “Expenses”). Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the Company’s, together with the following: (a) expenses in connection with the issuance and transaction costs incident to the acquisitions, disposition and financing of Investments; (b) travel 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; (c) costs of legal, accounting, tax, auditing, administrative and other similar services rendered for the Company by providers retained by the Manager or, if provided by the Manager’s employees, 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; (d) the compensation and expenses of the Independent Directors and the cost of liability insurance to indemnify the Company’s directors and officers; (e) compensation and expenses of the Company’s custodian and transfer agent, if any; (f) costs associated with the establishment and maintenance of any credit facilities and other indebtedness of the Company (including commitment fees, legal fees, closing and other costs) or any securities offerings of the Company; (g) costs associated with any computer software or hardware that is used solely for the Company; (h) 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; (i) all other costs and expenses relating to the Company’s 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; (j) 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; (k) expenses relating to any office or office facilities maintained for the Company or Investments separate from the office or offices of the Manager; (l) expenses connected with the payments of interest, dividends or distributions in cash or any other form made 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; (m) expenses connected with communications to holders of securities of the Company or its 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 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, costs of preparing, printing and mailing the Company’s annual report to its shareholders and proxy materials with respect to any meeting of the shareholders of the Company; and (n) 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. (o) Without regard to the amount of compensation received under this Agreement by the Manager, the Manager shall bear the following expenses: (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 the Manager.

Expenses of the Company. The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, the “"Expenses”"). Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the Company’s's, together with the following: (a) expenses in connection with the issuance and transaction costs incident to the acquisitions, disposition and financing of Investments; (b) travel 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; (c) costs of legal, accounting, tax, auditing, administrative and other similar services rendered for the Company by providers retained by the Manager or, if provided by the Manager’s 's employees, 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’sarm's-length basis; (d) the compensation and expenses of the Independent Directors and the cost of liability insurance to indemnify the Company’s 's directors and officers; (e) compensation and expenses of the Company’s 's custodian and transfer agent, if any; (f) costs associated with the establishment and maintenance of any credit facilities and other indebtedness of the Company (including commitment fees, legal fees, closing and other costs) or any securities offerings of the Company; (g) costs associated with any computer software or hardware that is used solely for the Company; (h) 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; (i) all other costs and expenses relating to the Company’s 's 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; (j) all insurance costs incurred in connection with the operation of the Company’s 's business except for the costs attributable to the insurance that the Manager elects to carry for itself and its employees; (k) expenses relating to any office or office facilities maintained for the Company or Investments separate from the office or offices of the Manager; (l) expenses connected with the payments of interest, dividends or distributions in cash or any other form made 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; (m) expenses connected with communications to holders of securities of the Company or its 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 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 's stock 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 's annual report to its shareholders and proxy materials with respect to any meeting of the shareholders of the Company; and (n) 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. (o) . Without regard to the amount of compensation received under this Agreement by the Manager, the Manager shall bear the following expenses: (i) wages and salaries of the Manager’s 's officers and employees; (ii) rent attributable to the space occupied by the Manager; and (iii) all other “"overhead” " expenses of the Manager.

Expenses of the Company. The Company shall pay all of its expenses and shall reimburse the Manager or (for the avoidance of doubt) its affiliates for documented expenses of the Manager or its affiliates incurred on its behalf (collectively, the “Expenses”). Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the Company’s, together with the following: (a) expenses in connection with the issuance and transaction costs incident to the acquisitions, disposition and financing of Investments; (b) travel and other out-of-pocket expenses incurred by managers, officers, employees and agents of the Manager or its affiliates in connection with the sourcing, underwriting, purchase, financing, refinancing, sale or other disposition disposition, or asset management of an Investment; (c) costs of legal, accounting, tax, auditing, underwriting, asset management, sourcing, administrative and other similar services rendered for the Company by providers retained by the Manager or its affiliates or, if provided by the Manager’s or any affiliate’s employees, consultants or agents, 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; (d) the compensation and expenses of the Independent Directors and the cost of liability insurance to indemnify the Company’s directors and officers; (e) compensation and expenses of the Company’s custodian and transfer agent, if any; (f) costs associated with the establishment and maintenance of any credit facilities and other indebtedness of the Company (including commitment fees, legal fees, closing and other costs) or any securities offerings of the Company; (g) costs associated with any computer software or hardware that is used solely for the Company; (h) costs and expenses incurred in contracting with third parties, including affiliates of the Manager, for in accordance with the servicing and special servicing of assets terms of the CompanyAgreement; (i) all other costs and expenses relating to the Company’s business and investment operations, including, without limitation, the costs and expenses of sourcing, underwriting, acquiring, financing, owning, protecting, maintaining, developing developing, operating and disposing of Investments, including appraisal, reporting, audit and legal fees; (j) 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; (k) expenses relating to any office or office facilities maintained for the Company or Investments separate from the office or offices of the Manager; (l) expenses connected with the payments of interest, dividends or distributions in cash or any other form made 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; (m) expenses connected with communications to holders of securities of the Company or its 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 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, costs of preparing, printing and mailing the Company’s annual report to its shareholders and proxy materials with respect to any meeting of the shareholders of the Company; and (n) 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. (o) . Without regard to the amount of compensation received under this Agreement by the Manager, the Manager shall bear the following expenses, except as expressly set forth 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 the Manager.

Expenses of the Company. The Company shall pay all of its expenses and shall reimburse the Manager or (for the avoidance of doubt) its affiliates for documented expenses of the Manager or its affiliates incurred on its behalf (collectively, the “Expenses”). Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the Company’s, together with the following: (a) expenses in connection with the issuance and transaction costs incident to the acquisitionsacquisition, disposition and financing of InvestmentsAcquisitions; (b) travel and other out-of-pocket expenses incurred by managers, officers, employees and agents of the Manager or its affiliates in connection with the sourcing, underwriting, purchase, financing, refinancing, sale or other disposition disposition, or asset management of an InvestmentAcquisition; (c) costs of legal, accounting, tax, auditing, underwriting, asset management, sourcing, administrative and other similar services rendered for the Company by providers retained by the Manager or its affiliates or, if provided by the Manager’s or any affiliate’s employees, consultants or agents 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; (d) the compensation and expenses of the Independent Directors and the cost of liability insurance to indemnify the Company’s directors and officers; (e) compensation and expenses of the Company’s custodian and transfer agent, if any; (f) costs associated with the establishment and maintenance of any credit facilities and other indebtedness of the Company (including commitment fees, legal fees, closing and other costs) or any securities offerings of the Company; (g) costs associated with any computer software or hardware that is used solely for the Company; (h) costs and expenses incurred in contracting with third parties, including affiliates of the Manager, for in accordance with the servicing and special servicing terms of assets of the Companythis Agreement; (i) all other costs and expenses relating to the Company’s business and investment operations, including, without limitation, the costs and expenses of sourcing, underwriting, acquiring, financing, refinancing, owning, protecting, maintaining, developing developing, operating and disposing of InvestmentsAcquisitions, including appraisal, reporting, audit and legal fees; (j) 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; (k) expenses relating to any office or office facilities maintained for the Company or Investments Acquisitions separate from the office or offices of the Manager; (l) expenses connected with the payments of interest, dividends or distributions in cash or any other form made 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; (m) expenses connected with communications to holders of securities of the Company or its 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 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, costs of preparing, printing and mailing the Company’s annual report to its shareholders and proxy materials with respect to any meeting of the shareholders of the Company; and (n) 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. (o) . Without regard to the amount of compensation received under this Agreement by the Manager, the Manager shall bear the following expenses, except as expressly set forth 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 the Manager.

Expenses of the Company. The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, the “Expenses”). Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the Company’s, together with the following: (a) expenses in connection with the issuance and transaction costs incident to the acquisitions, disposition and financing of Investments; (b) travel 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 disposition, or asset management of an Investment; (c) costs of legal, accounting, tax, auditing, administrative and other similar services rendered for the Company by providers retained by the Manager or, if provided by the Manager’s employees, 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; (d) the compensation and expenses of the Independent Directors and the cost of liability insurance to indemnify the Company’s directors and officers; (e) compensation and expenses of the Company’s custodian and transfer agent, if any; (f) costs associated with the establishment and maintenance of any credit facilities and other indebtedness of the Company (including commitment fees, legal fees, closing and other costs) or any securities offerings of the Company; (g) costs associated with any computer software or hardware that is used solely for the Company; (h) 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; (i) all other costs and expenses relating to the Company’s business and investment operations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing developing, operating and disposing of Investments, including appraisal, reporting, audit and legal fees; (ji) 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; (kj) expenses relating to any office or office facilities maintained for the Company or Investments separate from the office or offices of the Manager; (lk) expenses connected with the payments of interest, dividends or distributions in cash or any other form made 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; (ml) expenses connected with communications to holders of securities of the Company or its 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 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, costs of preparing, printing and mailing the Company’s annual report to its shareholders and proxy materials with respect to any meeting of the shareholders of the Company; and; (nm) 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.; and (on) Without regard to the 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 the Manager.

Expenses of the Company. (a) The Advisor shall be responsible (without reimbursement from the Company) for the expenses related to: (i) any and all employees, contractors, and other personnel of the Advisor and, other than as expressly provided in this Agreement, its Affiliates who provide services to the Company shall pay all pursuant to this Agreement (including each of the officers of the Company and any directors of the Company who are also directors, officers, employees or agents of the Advisor or any of its Affiliates), including 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; (ii) All fees and compensation paid to Moor Park under the Moor Park Agreement; (iii) Expenses relating to the Advisor’s back office bookkeeping, administration, and human resources needs; (iv) Rent and general overhead incurred by the Advisor in connection with its own operations; (v) Travel expenses incurred by officers, directors, employees, and shall reimburse agents for the Manager Advisor, other than as provided in Section 7(b)(xvii); (vi) Professional services fees (e.g., investment banker fees, legal fees, and accounting fees) incurred with respect to the Advisor for documented the operation of its business; (vii) The Advisor’s insurance expenses for its employees and the operation of its business, other than as provided in Section 7(b)(iii)(B); and (viii) The Advisor’s information technology, hardware, software, and licenses relating thereto inclusive of the Manager incurred on its behalf $800,000 - $1,000,000 in presently contemplated information technology hardware and software expenses; and (collectivelyix) Any expense that, by the “Expenses”terms of this Agreement, is stated to be the sole cost and expense of the Advisor. (b) Subject to Section 2(c)(xxiv). Expenses include all , other than costs and expenses which are expressly designated elsewhere specifically enumerated in this Agreement as Section 7(a), the Company’sCompany shall, together without duplication, pay directly or reimburse the Advisor for all the costs and expenses paid or incurred by the Advisor or its Affiliates in connection with the followingservices it provides to the Company and the Operating Partner pursuant to this Agreement, including: (ai) expenses in connection with the issuance of securities of the Company and transaction costs incident to the acquisitionsacquisition, disposition and financing of Investmentsthe investments of the Company and its Subsidiaries; (b) travel 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; (cii) costs of legal, tax, accounting, taxconsulting, auditing, administrative auditing and other similar services rendered for the Company by third-party providers retained by the Manager orAdvisor; provided, if provided by however, the ManagerCompany shall have no obligation reimburse the Advisor for third parties engaged in roles for which the Advisor already has “in-house” professionals tasked with operation of the Company’s employees, business 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 basisits ordinary course; (diii) (A) the compensation and expenses of the Independent Directors Company’s directors and (B) the cost of liability insurance to indemnify the Company’s directors officers and officersdirectors; provided, however, that the Advisor shall not be responsible for any cost or expense of such liability insurance if such liability insurance also covers the Advisor’s officers and directors; (e) compensation and expenses of the Company’s custodian and transfer agent, if any; (fiv) costs associated with the establishment and maintenance of any of the Company’s credit facilities and facilities, other financing arrangements, or other indebtedness of the Company (including (A) expenses as deemed reasonably necessary by the Company to establish any hedge with respect to such facilities, arrangements or indebtedness, (B) commitment fees, (C) accounting fees, (D) legal fees, and (E) closing and other similar costs) or any securities offerings of the Company; (g) costs associated with any computer software or hardware that is used solely for the Company; (h) 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; (i) all other costs and expenses relating to the Company’s 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; (j) 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 employeessecurities offerings; (k) expenses relating to any office or office facilities maintained for the Company or Investments separate from the office or offices of the Manager; (l) expenses connected with the payments of interest, dividends or distributions in cash or any other form made 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; (mv) expenses connected with communications to holders of securities of the Company Company’s or its Subsidiaries Subsidiaries’ securities and other bookkeeping and clerical work (excluding amounts paid to professionals employed by the Advisor) 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, including all costs of preparing and filing required reports with the Securities and Exchange CommissionSEC, 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 securities 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 shareholders the Stockholders and proxy materials with respect to any meeting of the shareholders Stockholders; (vi) without duplication of amounts reimbursed under Section 7(b)(i), Acquisition Expenses incurred in connection with the purchase, financing, refinancing, sale or other disposition of an investment or establishment and maintenance of any of the Company’s securitizations or any of the Company’s securities offerings; (vii) without reimbursing the Advisor for expenses the Advisor is required to pay under Section 7(a), salaries and benefits of on-site real property personnel and direct expenses relating to the operation of a property including on-site office and maintenance supplies, advertising and promotional costs, business licenses and permits, contractual vendor costs, including for landscaping and pest control, utility expenses, real estate and other taxes, property insurance, capital improvements and professional fees of third-party consultants, including tax consultants, architects, and property managers; (viii) costs and expenses incurred with respect to market information systems and publications, including maintenance of a website for the Company (but only if Advisor is then having its own website maintained by a third-party), research publications and materials, and settlement, clearing and custodial fees and expenses (or a pro rata portion of any such costs and expenses for such items or fees and expenses if utilized for not only Company, but also for others); (ix) compensation and expenses of the Company’s custodian and transfer agent, if any; (x) the costs of maintaining the Company and its Subsidiaries’ compliance with all federal, state and local rules and regulations or any other regulatory agency; (xi) all taxes and license fees incurred in respect to the Company or its Investments; (xii) all insurance costs incurred in connection with the operation of the Company’s business except for the costs attributable to the insurance that the Advisor elects to carry for itself and its personnel; (xiii) all third-party costs and expenses related to acquiring and disposing of Investments, including all such appraisal, reporting, audit, rating agency, and legal fees to the extent not otherwise reimbursed by this Section 7(b). (xiv) expenses relating to any office(s) or office facilities, including information technology facilities, disaster backup recovery sites and facilities, maintained for the Company or the Investments of the Company and its Subsidiaries to the extent separately maintained from the office(s) and facilities of the Advisor or an Affiliate; (xv) 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 to or on account of holders of the Company’s securities or of the Subsidiaries, including in connection with any dividend reinvestment plan; (xvi) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any of its Subsidiaries, or against any trustee, director, partner, member or officer of the Company or any of its Subsidiaries in his or her capacity as such for which the Company, any of its Subsidiaries or the Advisor is required to indemnify such trustee, director, partner, member or officer by any court or governmental agency; (xvii) reasonable travel and accommodation expenses incurred by the Advisor in connection with its (or its designees’) attendance of any Company Board meetings, Stockholder meetings, Advisor Investment Committee meetings, industry conferences, investor conferences or meetings, or road shows to the extent such travel and accommodation expenses are reasonably in furtherance of the services the Advisor provides hereunder or otherwise incurred at the direction of the Company; (xviii) all of the Company’s New York Stock Exchange related fees, including data fees related thereto; and (nxix) all other third-party expenses actually incurred in connection with the Company’s annual stockholders meeting (e.g., proxy solicitation). (c) Costs and expenses incurred by the Manager which are reasonably necessary for Advisor on behalf of the performance Company shall be reimbursed monthly to the Advisor. The Advisor shall prepare a written statement in reasonable detail documenting the costs and expenses of the Company and those incurred by the Manager Advisor on behalf of its duties the Company during each month, and functions shall deliver such written statement to the Company within thirty (30) days after the end of each month. Unless the Company disputes the same, the Company shall pay all amounts payable to the Advisor pursuant to this Section 7(c) within twenty-five (25) Business Days after the receipt of the written statement without demand, deduction, offset or delay. Cost and expense reimbursement to the Advisor shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Company (the “Annual Expense Adjustment”). Within thirty (30) days of each year end, the Advisor shall submit to the Company a calculation of the Annual Expense Adjustment (the “Expense Adjustment Calculation”) which shall include reasonably detailed invoices for amounts for which the Advisor sought reimbursement throughout the course of the year, and, if the Advisor determines that it received from the Company expenses exceeding the amount to which it was entitled to reimbursement, the Advisor shall refund the difference to the Company at the time it submits the Annual Expense Adjustment Calculation. In the event the Expense Adjustment Calculation shows that Advisor was not fully reimbursed for those items to which it is entitled to reimbursement under this Agreement. (o) Without regard to Section 7, the Company shall pay the difference between the amount of compensation received under the Annual Expense Adjustment Calculation and the total amount reimbursed to the Advisor over the course of the preceding year within thirty (30) days of receipt of the Expense Adjustment Calculation. 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. In the event the Company disputes any expense which with the Advisor seeks reimbursement hereunder, such dispute shall be governed by the Manager, the Manager shall bear the following expenses: (i) wages and salaries terms of the Manager’s officers and employees; (ii) rent attributable to the space occupied by the Manager; and (iii) all other “overhead” expenses of the ManagerSection 6(h).

Expenses of the Company. The Company shall pay all of its expenses and shall reimburse the Manager Advisor for reasonable documented expenses of the Manager Advisor incurred on its their behalf in connection with the services contemplated hereby (collectively, the “Expenses”). At all times the Advisor shall use due care in expending funds on behalf of the Company. Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the Company’s, together with the following: (a) expenses in connection with the issuance and transaction costs incident to the acquisitions, disposition and financing of InvestmentsManaged Assets; (b) travel 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; (c) costs of legal, tax, accounting, taxconsulting, auditing, administrative and other similar services rendered for the Company by providers retained by the Manager Advisor or, if provided by the ManagerAdvisor’s employees, 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; (d) the compensation and expenses of the Independent Directors and the cost of liability insurance to indemnify the Company’s directors and officers; (e) compensation and expenses of the Company’s custodian and transfer agent, if any; (fc) costs associated with the establishment and maintenance of any credit facilities and other indebtedness of the Company (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company; (gd) costs associated with any computer software or hardware hardware, electronic equipment or purchased information technology services from third party vendors that is used solely for the Company and acquired at the direction of the Company; (e) expenses incurred by officers, employees and agents of the Advisor for travel on the Company’s behalf and other out-of-pocket expenses incurred by officers, employees and agents of the Advisor in connection with the purchase, financing, refinancing, sale or other disposition of a Managed Asset or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of the Company; (f) costs and expenses incurred with respect to settlement, clearing and custodial fees and expenses; (g) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency applicable to the Company; (h) costs and expenses incurred in contracting with third parties, including affiliates of the ManagerAdvisor, for the servicing and special servicing of assets of the CompanyManaged Assets; (i) all other costs and expenses relating to the Company’s business and investment operations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of InvestmentsManaged Assets, including appraisal, reporting, audit and legal fees; (j) 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; (k) expenses relating to any office or office facilities maintained for the Company or Investments separate from the office or offices of the Manager; (l) expenses connected with the payments of interest, dividends or distributions in cash or any other form made 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; (m) expenses connected with communications to holders of securities of the Company or its 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 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, costs of preparing, printing and mailing the Company’s annual report to its shareholders and proxy materials with respect to any meeting of the shareholders of the Company; and (n) all other expenses actually incurred by the Manager Advisor which are reasonably necessary for the performance by the Manager Advisor of its duties and functions under this Agreement. (o) Without regard . The Advisor may, at its option, elect not to seek reimbursement for certain expenses during a given period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. Except as noted above, the Advisor is responsible for all costs incident to the amount performance of compensation received its duties under this Agreement by the ManagerAgreement, the Manager shall bear the following expenses: (i) wages and salaries including compensation of the ManagerAdvisor’s officers and employees; (ii) rent attributable employees and other related expenses. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the space occupied by the Manager; and (iii) all other “overhead” extent such expenses of the Managerhas previously been incurred or is incurred in connection with such expiration or termination.

Expenses of the Company. The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, the “Expenses”). Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the Company’s, together with the following: (a) expenses in connection with the issuance and transaction costs incident to the acquisitions, disposition and financing of Investments; (b) travel 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 disposition, or asset management of an Investment;; Table of Contents (c) costs of legal, accounting, tax, auditing, administrative and other similar services rendered for the Company by providers retained by the Manager or, if provided by the Manager’s employees, 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; (d) the compensation and expenses of the Independent Directors and the cost of liability insurance to indemnify the Company’s directors and officers; (e) compensation and expenses of the Company’s custodian and transfer agent, if any; (f) costs associated with the establishment and maintenance of any credit facilities and other indebtedness of the Company (including commitment fees, legal fees, closing and other costs) or any securities offerings of the Company; (g) costs associated with any computer software or hardware that is used solely for the Company; (h) 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; (i) all other costs and expenses relating to the Company’s business and investment operations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing developing, operating and disposing of Investments, including appraisal, reporting, audit and legal fees; (ji) 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; (kj) expenses relating to any office or office facilities maintained for the Company or Investments separate from the office or offices of the Manager; (lk) expenses connected with the payments of interest, dividends or distributions in cash or any other form made 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; (ml) expenses connected with communications to holders of securities of the Company or its 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 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, costs of preparing, printing and mailing the Company’s annual report to its shareholders and proxy materials with respect to any meeting of the shareholders of the Company; and (n) 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. (o) Without regard to the amount of compensation received under this Agreement by the Manager, the Manager shall bear the following expenses: (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 the Manager.;

Expenses of the Company. The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, the “"Expenses”"). Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the Company’s's, together with the following: (a38) expenses in connection with the issuance and transaction costs incident to the acquisitions, disposition and financing of Investments; (b39) travel 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; (c40) costs of legal, accounting, tax, auditing, administrative and other similar services rendered for the Company by providers retained by the Manager or, if provided by the Manager’s 's employees, 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’sarm's-length basis; (d41) the compensation and expenses of the Independent Directors and the cost of liability insurance to indemnify the Company’s 's directors and officers; (e42) compensation and expenses of the Company’s 's custodian and transfer agent, if any; (f43) costs associated with the establishment and maintenance of any credit facilities and other indebtedness of the Company (including commitment fees, legal fees, closing and other costs) or any securities offerings of the Company; (g44) costs associated with any computer software or hardware that is used solely for the Company; (h45) 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; (i46) all other costs and expenses relating to the Company’s 's 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; (j47) all insurance costs incurred in connection with the operation of the Company’s 's business except for the costs attributable to the insurance that the Manager elects to carry for itself and its employees; (k48) expenses relating to any office or office facilities maintained for the Company or Investments separate from the office or offices of the Manager; (l49) expenses connected with the payments of interest, dividends or distributions in cash or any other form made 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; (m50) expenses connected with communications to holders of securities of the Company or its 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 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 's stock 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 's annual report to its shareholders and proxy materials with respect to any meeting of the shareholders of the Company; and (n51) 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. (o) . Without regard to the amount of compensation received under this Agreement by the Manager, the Manager shall bear the following expenses: (i) wages and salaries of the Manager’s 's officers and employees; (ii) rent attributable to the space occupied by the Manager; and (iii) all other “"overhead” " expenses of the Manager.

Expenses of the Company. The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, the “Expenses”). Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the Company’s, together with the following: (a) expenses in connection with the issuance and transaction costs incident to the acquisitions, disposition and financing of Investments; (b) travel 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; (c) costs of legal, tax, accounting, taxconsulting, auditing, administrative and other similar services rendered for the Company by providers retained by the Manager or, if provided by the Manager’s employees, 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; (dc) the compensation and expenses of the Independent Directors Company’s directors and the cost of liability insurance to indemnify the Company’s directors and officers; (e) compensation and expenses of the Company’s custodian and transfer agent, if any; (fd) costs associated with the establishment and maintenance of any credit facilities and other indebtedness of the Company (including commitment fees, accounting fees, legal fees, closing and other costs) or any securities offerings of the Company; (g) costs associated with any computer software or hardware that is used solely for the Company; (h) 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; (i) all other costs and expenses relating to the Company’s 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; (j) 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; (k) expenses relating to any office or office facilities maintained for the Company or Investments separate from the office or offices of the Manager; (l) expenses connected with the payments of interest, dividends or distributions in cash or any other form made 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; (me) expenses connected with communications to holders of securities of the Company or its 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 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, costs of preparing, printing and mailing the Company’s annual report to its shareholders stockholders and proxy materials with respect to any meeting of the shareholders 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) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency; (k) all taxes and license fees; (l) 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; (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 acquiring, 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 Company or Investments separate from the office or offices of 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, 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 (ns) 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. (o) . Without regard to the amount of compensation received under this Agreement by the Manager, the Manager shall bear be responsible for the following expenses: (i) wages and salaries of the Manager’s officers and employees; (ii) rent attributable . The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the space occupied by the Manager; and (iii) all other “overhead” extent such expenses of the Managerhave previously been incurred or are incurred in connection with such expiration or termination.