Common use of Fees and Expense Reimbursement Clause in Contracts

Fees and Expense Reimbursement. (a) The compensation to each Manager for sales of the Shares with respect to which such Manager acts as sales agent hereunder shall be equal to 1.375% of the gross offering proceeds of the Shares sold pursuant to this Agreement . The Company may sell Shares to each Manager as principal at a price agreed upon at the relevant Time of Sale. (b) The Company shall reimburse each Manager for (i) fifty percent of the Manager’s reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Manager, incurred by the Manager at any time on or prior to the date of this Agreement in connection with the commencement of the offering and other matters contemplated by this Agreement; provided, that the Company shall not be obligated pursuant to this Section (3)(b) to reimburse any Manager for any such expenses incurred by the Managers in excess of $100,000 in the aggregate, and (ii) after the date of this Agreement, the Managers’ reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Managers, incurred by the Managers at any time after the date of this Agreement in connection with the transactions and other matters contemplated hereunder in an amount equal to the product of (A) the aggregate of all reasonable out-of-pocket expenses incurred by the Managers under this clause (ii) of Section 3(b), and (B) a fraction equal to (x) the aggregate gross sales price of the Shares remaining unsold under this Agreement divided by (y) $750,000,000. (c) Notwithstanding anything to the contrary herein, the Company shall not be obligated to make any reimbursements to a Manager pursuant to Section 3(b)(ii) if (i) the Manager terminates this Agreement pursuant to Section 10(b) and (ii) the Company is not in breach of any material provision of this Agreement at or during the 30 days prior to the time of such termination; provided that if such termination results from a failure by the Company to comply, in the determination of the Manager, with its obligations under Sections 6(m), 6(n), 6(p) or 6(q), the Company’s obligation to make such reimbursement shall continue.

Fees and Expense Reimbursement. (a) The compensation to each the Manager for sales of the Shares with respect to which such the Manager acts as sales agent hereunder shall be equal to 1.375(i) 1.50% of the gross offering proceeds sales price of the Shares for amounts of Shares sold pursuant to this Agreement up to the first $250,000,000, (ii) 1.375% of the gross sales price of the Shares for amounts of Shares sold pursuant to this Agreement in excess of $250,000,000 but less than or equal to $500,000,000, and (iii) 1.25% of the gross sales price of the Shares for amounts of Shares sold pursuant to this Agreement in excess $500,000,000. The Company may sell Shares to each the Manager as principal at a price agreed upon at the relevant Time of Sale. (b) The Company shall reimburse each the Manager for (i) fifty percent of the Manager’s reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Manager, incurred by the Manager at any time on or prior to the date of this Agreement in connection with the commencement of the offering and other matters contemplated by this Agreement; provided, that the Company shall not be obligated pursuant to this Section (3)(b) to reimburse any the Manager for any such expenses incurred by the Managers Manager in excess of $100,000 in the aggregate, and (ii) after the date of this Agreement, the Managers’ Manager’s reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the ManagersManager, incurred by the Managers Manager at any time after the date of this Agreement in connection with the transactions and other matters contemplated hereunder in an amount equal to the product of (A) the aggregate of all reasonable out-of-pocket expenses incurred by the Managers Manager under this clause (ii) of Section 3(b), and (B) a fraction equal to (x) the aggregate gross sales price of the Shares remaining unsold under this Agreement divided by (y) $750,000,000. (c) Notwithstanding anything to the contrary herein, the Company shall not be obligated to make any reimbursements to a Manager pursuant to Section 3(b)(ii) if (i) the Manager terminates this Agreement pursuant to Section 10(b) and (ii) the Company is not in breach of any material provision of this Agreement at or during the 30 days prior to the time of such termination; provided that if such termination results from a failure by the Company to comply, in the determination of the Manager, with its obligations under Sections 6(m), 6(n), 6(p) or 6(q), the Company’s obligation to make such reimbursement shall continue.

Fees and Expense Reimbursement. (a) The compensation to each Manager Wedbush for sales of the Shares with respect to which such Manager Wedbush acts as sales agent hereunder shall be equal to 1.3752.0% of the gross offering proceeds of the Shares sold pursuant to this Agreement Agreement. The Company may sell Shares to each Manager Wedbush as principal at a price agreed upon at the relevant Time of Sale. (b) The Company shall from time to time reimburse each Manager Wedbush for (i) fifty percent of the Manager’s its reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the ManagerWedbush, incurred by the Manager at any time on or prior to the date of this Agreement Wedbush in connection with the commencement of the offering transactions and other matters contemplated by this Agreement; provided, that the Company shall hereunder in an amount not be obligated pursuant to this Section (3)(b) to reimburse any Manager for any such expenses incurred by the Managers in excess of exceed $100,000 45,000 in the aggregate. Additionally, and (ii) after the date execution and delivery of this Agreement, the Managers’ Company will reimburse Wedbush for its reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for Wedbush, related to the Managersmaintenance, incurred by the Managers at any time after the date of this Agreement in connection with the transactions due diligence expenses and other matters contemplated hereunder in an amount equal to the product of (A) the aggregate of all reasonable out-of-pocket expenses incurred by the Managers under this clause (ii) of Section 3(b), and (B) a fraction equal associated herewith up to (x) $10,000 in the aggregate gross sales price per calendar quarter. Notwithstanding the foregoing, in no event shall the Company be liable for any such reimbursable expenses pursuant to this paragraph (b) in excess of $150,000 in the Shares remaining unsold under this Agreement divided by (y) $750,000,000aggregate. (c) Notwithstanding anything In no event shall the total compensation payable to Wedbush hereunder (including any reimbursement of reasonable out-of-pocket expenses) exceed 8% of the contrary herein, the Company shall not aggregate gross proceeds expected to be obligated to make any reimbursements to a Manager pursuant to Section 3(b)(ii) if (i) the Manager terminates this Agreement pursuant to Section 10(b) and (ii) the Company is not in breach of any material provision of this Agreement at or during the 30 days prior to the time of such termination; provided that if such termination results from a failure received by the Company to comply, in from the determination sale of the Manager, with its obligations under Sections 6(m), 6(n), 6(p) or 6(q), the Company’s obligation to make such reimbursement shall continueShares hereunder.

Fees and Expense Reimbursement. (a) The compensation to each Manager Wedbush for sales of the Shares with respect to which such Manager Wedbush acts as sales agent hereunder shall be equal to 1.3754.5% of the gross offering proceeds of the Shares sold pursuant to this Agreement Agreement. The Company may sell Shares to each Manager Wedbush as principal at a price agreed upon at the relevant Time of Sale. (b) The Company shall from time to time on demand reimburse each Manager Wedbush for (i) fifty percent of the Manager’s its reasonable documented out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the ManagerWedbush, incurred by the Manager at any time on or prior to the date of this Agreement Wedbush in connection with the commencement of the offering transactions and other matters contemplated by this Agreement; provided, that the Company shall hereunder in an amount not be obligated pursuant to this Section (3)(b) to reimburse any Manager for any such expenses incurred by the Managers in excess of exceed $100,000 125,000 in the aggregate. Additionally, and (ii) after the date execution and delivery of this Agreement, the Managers’ Company will reimburse Wedbush on demand for its reasonable documented out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the ManagersWedbush, incurred by the Managers at any time after the date of this Agreement in connection with the transactions related to ongoing maintenance, due diligence expenses and other matters contemplated reasonable documented out-of-pocket expenses associated herewith up to $18,000 per calendar quarter; provided, however, that in no event shall the Company be liable for any such expenses in excess of $225,000 in the aggregate. In no event shall the total compensation payable to Wedbush hereunder in an amount equal to the product (including any reimbursement of (A) the aggregate of all reasonable out-of-pocket expenses incurred by the Managers under this clause (iiexpenses) exceed 8% of Section 3(b), and (B) a fraction equal to (x) the aggregate gross sales price of the Shares remaining unsold under this Agreement divided by (y) $750,000,000. (c) Notwithstanding anything proceeds expected to the contrary herein, the Company shall not be obligated to make any reimbursements to a Manager pursuant to Section 3(b)(ii) if (i) the Manager terminates this Agreement pursuant to Section 10(b) and (ii) the Company is not in breach of any material provision of this Agreement at or during the 30 days prior to the time of such termination; provided that if such termination results from a failure received by the Company to comply, in from the determination sale of the Manager, with its obligations under Sections 6(m), 6(n), 6(p) or 6(q), the Company’s obligation to make such reimbursement shall continueShares hereunder.

Fees and Expense Reimbursement. (a) The compensation to each Manager Wedbush for sales of the Shares with respect to which such Manager Wedbush acts as sales agent hereunder shall be equal to 1.3752.5% of the gross offering proceeds of the Shares sold pursuant to this Agreement Agreement. The Company may sell Shares to each Manager Wedbush as principal at a price agreed upon at the relevant Time of Sale. (b) The Company shall from time to time on demand reimburse each Manager Wedbush for (i) fifty percent of the Manager’s its reasonable documented out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the ManagerWedbush, incurred by the Manager at any time on or Wedbush prior to the date execution and delivery of this Agreement in connection with the commencement of the offering transactions and other matters contemplated by this Agreement; provided, that the Company shall hereunder in an amount not be obligated pursuant to this Section (3)(b) to reimburse any Manager for any such expenses incurred by the Managers in excess of exceed $100,000 35,000 in the aggregate. Additionally, and (ii) after the date execution and delivery of this Agreement, the Managers’ Company will reimburse Wedbush on demand for its reasonable documented out-of-pocket expenses, including the reasonable fees and disbursements of counsel for Wedbush, related to the Managersmaintenance, incurred by the Managers at any time after the date of this Agreement in connection with the transactions due diligence expenses and other matters contemplated hereunder in an amount equal to the product of (A) the aggregate of all reasonable out-of-pocket expenses incurred by associated herewith up to $10,000 per calendar quarter. Notwithstanding the Managers under foregoing, in no event shall the Company be liable for any such reimbursable expenses pursuant to this clause paragraph (iib) in excess of Section 3(b), and (B) a fraction equal to (x) $150,000 in the aggregate gross sales price of the Shares remaining unsold under this Agreement divided by (y) $750,000,000aggregate. (c) Notwithstanding anything In no event shall the total compensation payable to Wedbush hereunder (including any reimbursement of reasonable out-of-pocket expenses) exceed 8% of the contrary herein, the Company shall not aggregate gross proceeds expected to be obligated to make any reimbursements to a Manager pursuant to Section 3(b)(ii) if (i) the Manager terminates this Agreement pursuant to Section 10(b) and (ii) the Company is not in breach of any material provision of this Agreement at or during the 30 days prior to the time of such termination; provided that if such termination results from a failure received by the Company to comply, in from the determination sale of the Manager, with its obligations under Sections 6(m), 6(n), 6(p) or 6(q), the Company’s obligation to make such reimbursement shall continueShares hereunder.

Fees and Expense Reimbursement. (a) The compensation to each Manager Wedbush for sales of the Shares with respect to which such Manager Wedbush acts as sales agent hereunder shall be equal to 1.3752.0% of the gross offering proceeds of the Shares sold pursuant to this Agreement Agreement. The Company may sell Shares to each Manager Wedbush as principal at a price agreed upon at the relevant Time of Sale. (b) The Company shall from time to time on demand reimburse each Manager Wedbush for (i) fifty percent of the Manager’s its reasonable documented out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the ManagerWedbush, incurred by the Manager at any time on or Wedbush prior to the date execution and delivery of this Agreement in connection with the commencement of the offering transactions and other matters contemplated by this Agreement; provided, that the Company shall hereunder in an amount not be obligated pursuant to this Section (3)(b) to reimburse any Manager for any such expenses incurred by the Managers in excess of exceed $100,000 20,000 in the aggregate. Additionally, and (ii) after the date execution and delivery of this Agreement, the Managers’ Company will reimburse Wedbush on demand for its reasonable documented out-of-pocket expenses, including the reasonable fees and disbursements of counsel for Wedbush, related to the Managersmaintenance, incurred by the Managers at any time after the date of this Agreement in connection with the transactions due diligence expenses and other matters contemplated hereunder in an amount equal to the product of (A) the aggregate of all reasonable out-of-pocket expenses incurred by associated herewith up to $10,000 per calendar quarter. Notwithstanding the Managers under foregoing, in no event shall the Company be liable for any such reimbursable expenses pursuant to this clause paragraph (iib) in excess of Section 3(b), and (B) a fraction equal to (x) $150,000 in the aggregate gross sales price of the Shares remaining unsold under this Agreement divided by (y) $750,000,000aggregate. (c) Notwithstanding anything In no event shall the total compensation payable to Wedbush hereunder (including any reimbursement of reasonable out-of-pocket expenses) exceed 8% of the contrary herein, the Company shall not aggregate gross proceeds expected to be obligated to make any reimbursements to a Manager pursuant to Section 3(b)(ii) if (i) the Manager terminates this Agreement pursuant to Section 10(b) and (ii) the Company is not in breach of any material provision of this Agreement at or during the 30 days prior to the time of such termination; provided that if such termination results from a failure received by the Company to comply, in from the determination sale of the Manager, with its obligations under Sections 6(m), 6(n), 6(p) or 6(q), the Company’s obligation to make such reimbursement shall continueShares hereunder.

Fees and Expense Reimbursement. (a) The compensation to each Manager Wedbush for sales of the Shares with respect to which such Manager Wedbush acts as sales agent hereunder shall be equal to 1.3753.0% of the gross offering proceeds of the Shares sold pursuant to this Agreement Agreement. The Company may sell Shares to each Manager Wedbush as principal at a price agreed upon at the relevant Time of Sale. (b) The Company shall from time to time on demand reimburse each Manager Wedbush for (i) fifty percent of the Manager’s its reasonable documented out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the ManagerWedbush, incurred by the Manager at any time on or prior to the date of this Agreement Wedbush in connection with the commencement of the offering transactions and other matters contemplated by this Agreement; provided, that the Company shall hereunder in an amount not be obligated pursuant to this Section (3)(b) to reimburse any Manager for any such expenses incurred by the Managers in excess of exceed $100,000 80,000 in the aggregate. Additionally, and (ii) after the date execution and delivery of this Agreement, the Managers’ Company will reimburse Wedbush on demand for its reasonable documented out-of-pocket expenses, including the reasonable fees and disbursements of counsel for Wedbush, related to the Managersmaintenance, incurred by the Managers at any time after the date of this Agreement in connection with the transactions due diligence expenses and other matters contemplated hereunder in an amount equal to the product of (A) the aggregate of all reasonable out-of-pocket expenses incurred by associated herewith up to $20,000 per calendar quarter. Notwithstanding the Managers under foregoing, in no event shall the Company be liable for any such reimbursable expenses pursuant to this clause paragraph (iib) in excess of Section 3(b), and (B) a fraction equal to (x) $150,000 in the aggregate gross sales price of the Shares remaining unsold under this Agreement divided by (y) $750,000,000aggregate. (c) Notwithstanding anything In no event shall the total compensation payable to Wedbush hereunder (including any reimbursement of reasonable out-of-pocket expenses) exceed 8% of the contrary herein, the Company shall not aggregate gross proceeds expected to be obligated to make any reimbursements to a Manager pursuant to Section 3(b)(ii) if (i) the Manager terminates this Agreement pursuant to Section 10(b) and (ii) the Company is not in breach of any material provision of this Agreement at or during the 30 days prior to the time of such termination; provided that if such termination results from a failure received by the Company to comply, in from the determination sale of the Manager, with its obligations under Sections 6(m), 6(n), 6(p) or 6(q), the Company’s obligation to make such reimbursement shall continueShares hereunder.