Common use of Issuer Costs Clause in Contracts

Issuer Costs. The Advisor and the Sub-Advisor shall each be responsible for their respective fees and expenses in connection with the preparation of this Amended Agreement, which shall be subject to reimbursement as Issuer Costs pursuant to Section 9 of the Amended Advisory Agreement. With respect to Issuer Costs incurred by the Parties prior to the date of effectiveness of the Prospectus for the Initial Public Offering which are reimbursable pursuant to Section 9 of the Amended Advisory Agreement, until such date as the Company is able to pay all of such Issuer Costs directly, the Advisor and the Sub-Advisor will pay such costs on behalf of the Company proportionately at the rates set forth on Appendix C; and each Party agrees to make a payment to the other Party following the calculation of all unreimbursed Issuer Costs for a month in order to maintain such expense allocation. Any Issuer Costs not reimbursed because the Company is unable to pay all Issuer Costs will be deferred and paid by the Company in future periods. In order to maintain the allocation described above, the Parties agree that payments by the Company for Issuer Costs shall be paid as set forth on Appendix C. To the extent the Advisor or the Sub-Advisor, as applicable, receives reimbursement from the Company in excess of the Advisor’s or the Sub-Advisor’s allocated share, as applicable, under this Section 6.1, the Advisor or the Sub-Advisor, as applicable, shall promptly pay to the other Party its proportionate share of such reimbursement (taking into account payments already received). Neither of the Parties shall be entitled to receive any reimbursement unless both Parties receive reimbursement from the Company in accordance with the allocated share described above. From and after the termination of the Private Placement, the Advisor and Sub-Advisor shall have no obligation to pay or advance any Issuer Costs on behalf of the Company and any such Issuer Costs incurred thereafter shall be paid directly by the Company; provided, however, the Parties shall remain liable for reimbursement or payment of their proportionate share of any such Issuer Costs solely to the extent such Issuer Costs exceed any applicable cap or limitation on the amount thereof.

Issuer Costs. The Advisor and the Sub-Advisor shall each be responsible for their respective fees and expenses in connection with the preparation of this Amended Agreement, which shall be subject to reimbursement as Issuer Costs pursuant to Section 9 of the Amended Advisory Agreement. With respect to Issuer Costs incurred by the Parties prior to the date of effectiveness of the Prospectus for the Initial Public Offering which are reimbursable pursuant to Section 9 of the Amended Advisory Agreement, until such date as the Company is able to pay all of such Issuer Costs directly, the Advisor and the Sub-Advisor will pay such costs on behalf of the Company proportionately at the rates set forth on Appendix C; and each Party agrees to make a payment to the other Party following the calculation of all unreimbursed Issuer Costs for a month in order to maintain such expense allocation. Any Issuer Costs not reimbursed because the Company is unable to pay all Issuer Costs will be deferred and paid by the Company in future periods. In order to maintain the allocation described above, the Parties agree that payments by the Company for Issuer Costs shall be paid as set forth on Appendix C. To the extent the Advisor or the Sub-Advisor, as applicable, receives reimbursement from the Company in excess of the Advisor’s or the Sub-Advisor’s allocated share, as applicable, under this Section 6.1, the Advisor or the Sub-Advisor, as applicable, shall promptly pay to the other Party its proportionate share of such reimbursement (taking into account payments already received). Neither of the Parties shall be entitled to receive any reimbursement unless both Parties receive reimbursement from the Company in accordance with the allocated share described above. From and after the termination of the Private Placement, the The Advisor and Sub-Advisor shall have no obligation to pay or advance any Issuer Costs on behalf of the Company and any such Issuer Costs incurred thereafter shall be paid directly by the Company; provided, however, the Parties shall remain liable for reimbursement or payment of their proportionate share of any such Issuer Costs solely to the extent such Issuer Costs exceed any applicable cap or limitation on the amount thereof.. 8112731.1

Issuer Costs. The Advisor and the Sub-Advisor shall each be responsible for their respective fees and expenses in connection with the preparation of this Amended Agreement, which shall be subject to reimbursement as Issuer Costs pursuant to Section 9 of the Amended Advisory Agreement. With respect to Issuer Costs incurred by the Parties prior to the date of effectiveness of the Prospectus for the Initial Public Offering which are reimbursable pursuant to Section 9 of the Amended Advisory Agreement, until such date as the Company is able to pay all of such Issuer Costs directly, the Advisor and the Sub-Advisor will pay such costs on behalf of the Company proportionately at a rate of 25% by the rates set forth on Appendix CAdvisor and 75% by the Sub-Advisor; and each Party agrees to make a payment to the other Party following the calculation of all unreimbursed Issuer Costs for a month in order to maintain such expense allocation. Any Issuer Costs not reimbursed because the Company is unable to pay all Issuer Costs will be deferred and paid by the Company in future periods. In order to maintain the allocation described above, the Parties agree that payments by the Company for Issuer Costs shall be paid as set forth on Appendix C. 75% to the Sub-Advisor and 25% to the Advisor. To the extent the Advisor or the Sub-Advisor, as applicable, receives reimbursement from the Company in excess of the Advisor’s or the Sub-Advisor’s allocated share, as applicable, under this Section 6.1, the Advisor or the Sub-Advisor, as applicable, shall promptly pay to the other Party its proportionate share of such reimbursement (taking into account payments already received). Neither of the Parties shall be entitled to receive any reimbursement unless both Parties receive reimbursement from the Company in accordance with the allocated share described above. From and after the termination of the Private Placement, the Advisor and Sub-Advisor shall have no obligation to pay or advance any Issuer Costs on behalf of the Company and any such Issuer Costs incurred thereafter shall be paid directly by the Company; provided, however, the Parties shall remain liable for reimbursement or payment of their proportionate share of any such Issuer Costs solely to the extent such Issuer Costs exceed any applicable cap or limitation on the amount thereof.