Common use of Other Goods or Services Clause in Contracts

Other Goods or Services. (a) The Company may accept other goods or other services provided by the Advisor in connection with the operation of assets, provided that: (i) the Advisor determines such self-dealing arrangement is in the best interest of the Company; (ii) the terms pursuant to which all such goods or services are provided to the Company by the Advisor shall be embodied in a written contract, the material terms of which must be fully disclosed to the Shareholders; (iii) the written contract may only be modified by vote of a majority of then outstanding Common Shares and (iv) the contract shall contain a clause allowing termination without penalty on sixty (60) days’ prior notice. Without limitation to the foregoing, arrangements to provide such goods or other services must meet all of the following criteria: (X) the Advisor must be independently engaged in the business of providing such goods or services to persons other than its Affiliates and at least thirty-three percent (33%) of the Advisor’s associated gross revenues must come from persons other than its Affiliates; (Y) the compensation, price or fee charged for providing such goods or services must be comparable and competitive with the compensation, price or fee charged by persons other than the Advisor in the same geographic location who provide comparable goods or services which could reasonably be made available to the Company; and (Z) except in extraordinary circumstances, the compensation and other material terms of the arrangement must be fully disclosed to the Shareholders. Extraordinary circumstances are limited to instances when immediate action is required and the goods or services are not immediately available from persons other than the Advisor. (b) Notwithstanding the foregoing subsection (a)(X), if the Advisor is not engaged in the business to the extent required by such clause, the Advisor may provide to the Company other goods or other services if all of the following additional conditions are met: (i) the Advisor can demonstrate the capacity and capability to provide such goods or services on a competitive basis; (ii) the goods or services are provided at the lesser of cost or the competitive rate charged by persons other than the Advisor in the same geographic location who are in the business of providing comparable goods or services; (iii) the cost is limited to the reasonable necessary and actual expenses incurred by the Advisor on behalf of the Company in providing such goods or services, exclusive of expenses of the type which may not be reimbursed under applicable federal or state securities laws; and (iv) expenses are allocated in accordance with generally accepted accounting principles and are made subject to any special audit required by applicable federal and state securities laws.

Other Goods or Services. (a) The Company may accept other goods or other services provided by the Advisor Adviser in connection with the operation of assets, provided that: (i) the Advisor Adviser determines such self-dealing arrangement is in the best interest of the Company; (ii) the terms pursuant to which all such goods or services are provided to the Company by the Advisor Adviser shall be embodied in a written contract, the material terms of which must be fully disclosed to the ShareholdersShareholders in the Prospectus; (iii) the written contract may only be modified by vote of a majority of then outstanding Common Shares and (iv) the contract shall contain a clause allowing termination without penalty on sixty (60) days’ prior notice. Without limitation to the foregoing, arrangements to provide such goods or other services must meet all of the following criteria: (X) the Advisor Adviser must be independently engaged in the business of providing such goods or services to persons other than its Affiliates and at least thirty-three percent (33%) of the AdvisorAdviser’s associated gross revenues must come from persons other than its Affiliates; (Y) the compensation, price or fee charged for providing such goods or services must be comparable and competitive with the compensation, price or fee charged by persons other than the Advisor Adviser in the same geographic location who provide comparable goods or services which could reasonably be made available to the Company; and (Z) except in extraordinary circumstances, the compensation and other material terms of the arrangement must be fully disclosed to the ShareholdersShareholders in the Prospectus. Extraordinary circumstances are limited to instances when immediate action is required and the goods or services are not immediately available from persons other than the AdvisorAdviser. (b) Notwithstanding the foregoing subsection (a)(X), if the Advisor Adviser is not engaged in the business to the extent required by such clause, the Advisor Adviser may provide to the Company other goods or other services if all of the following additional conditions are met: (i) the Advisor Adviser can demonstrate the capacity and capability to provide such goods or services on a competitive basis; (ii) the goods or services are provided at the lesser of cost or the competitive rate charged by persons other than the Advisor Adviser in the same geographic location who are in the business of providing comparable goods or services; (iii) the cost is limited to the reasonable necessary and actual expenses incurred by the Advisor Adviser on behalf of the Company in providing such goods or services, exclusive of expenses of the type which may not be reimbursed under applicable federal or state securities laws; and (iv) expenses are allocated in accordance with generally accepted accounting principles and are made subject to any special audit required by applicable federal and state securities laws, including, as applicable, the Omnibus Guidelines.

Other Goods or Services. (a) The Company Trust may accept other goods or other services provided by the Advisor Adviser in connection with the operation of assets, subject to the restrictions contained in the 1940 Act, provided that: (i) the Advisor Adviser determines such self-dealing arrangement is in the best interest of the CompanyTrust; (ii) the terms pursuant to which all such goods or services are provided to the Company Trust by the Advisor Adviser shall be embodied in a written contract, the material terms of which must be fully disclosed to the Shareholders; (iii) the written contract may only be modified by vote of holders of a majority of the then outstanding Common Shares entitled to vote on the matter; and (iv) the contract shall contain a clause allowing termination without penalty on sixty (60) days’ prior notice. Without limitation to the foregoing, arrangements to provide such goods or other services must meet all of the following criteria: (X) the Advisor Adviser must be independently engaged in the business of providing such goods or services to persons other than its Affiliates and at least thirty-three percent (33%) of the AdvisorAdviser’s associated gross revenues must come from persons other than its Affiliates; (Y) the compensation, price or fee charged for providing such goods or services must be comparable and competitive with the compensation, price or fee charged by persons other than the Advisor Adviser in the same geographic location who provide comparable goods or services which could reasonably be made available to the CompanyTrust; and (Z) except in extraordinary circumstances, the compensation and other material terms of the arrangement must be fully disclosed to the Shareholders. Extraordinary circumstances are limited to instances when immediate action is required and the goods or services are not immediately available from persons other than the AdvisorAdviser. (b) Notwithstanding the foregoing subsection (a)(X), if the Advisor Adviser is not engaged in the business to the extent required by such clause, the Advisor Adviser may provide to the Company Trust other goods or other services if all of the following additional conditions are met: (i) the Advisor Adviser can demonstrate the capacity and capability to provide such goods or services on a competitive basis; (ii) the goods or services are provided at the lesser of cost or the competitive rate charged by persons other than the Advisor Adviser in the same geographic location who are in the business of providing comparable goods or services; (iii) the cost is limited to the reasonable necessary and actual expenses incurred by the Advisor Adviser on behalf of the Company Trust in providing such goods or services, exclusive of expenses of the type which may not be reimbursed under applicable federal or state securities laws; and (iv) expenses are allocated in accordance with generally accepted accounting principles and are made subject to any special audit required by applicable federal and state securities laws.

Other Goods or Services. ​ (a) The Company may accept other goods or other services provided by the Advisor Adviser in connection with the operation of assets, provided that: (i) the Advisor Adviser determines such self-dealing arrangement is in the best interest of the Company; (ii) the terms pursuant to which all such goods or services are provided to the Company by the Advisor Adviser shall be embodied in a written contract, the material terms of which must be fully disclosed to the ShareholdersShareholders in the Prospectus; (iii) the written contract may only be modified by vote of a majority of then outstanding Common Shares Shares; and (iv) the contract shall contain a clause allowing termination without penalty on sixty (60) days’ prior notice. Without limitation to the foregoing, arrangements to provide such goods or other services must meet all of the following criteria: (X) the Advisor Adviser must be independently engaged in the business of providing such goods or services to persons other than its Affiliates and at least thirty-three percent (33%) of the AdvisorAdviser’s associated gross revenues must come from persons other than its Affiliates; (Y) the compensation, price or fee charged for providing such goods or services must be comparable and competitive with the compensation, price or fee charged by persons other than the Advisor Adviser in the same geographic location who provide comparable goods or services services, which could reasonably be made available to the Company; and (Z) except in extraordinary circumstances, the compensation and other material terms of the arrangement must be fully disclosed to the ShareholdersShareholders in the Prospectus. Extraordinary circumstances are limited to instances when immediate action is required and the goods or services are not immediately available from persons other than the AdvisorAdviser. (b) Notwithstanding the foregoing subsection (a)(X), if the Advisor Adviser is not engaged in the business to the extent required by such clause, the Advisor Adviser may provide to the Company other goods or other services if all of the following additional conditions are met: (i) the Advisor Adviser can demonstrate the capacity and capability to provide such goods or services on a competitive basis; (ii) the goods or services are provided at the lesser of cost or the competitive rate charged by persons other than the Advisor Adviser in the same geographic location who are in the business of providing comparable goods or services; (iii) the cost is limited to the reasonable necessary and actual expenses incurred by the Advisor Adviser on behalf of the Company in providing such goods or services, exclusive of expenses of the type which may not be reimbursed under applicable federal or state securities laws; and (iv) expenses are allocated in accordance with generally accepted accounting principles and are made subject to any special audit required by applicable federal and state securities laws., including, as applicable, the Omnibus Guidelines. ​

Other Goods or Services. (a) The Company may accept other goods or other services provided by the Advisor Adviser in connection with the operation of assets, provided that: (i) the Advisor Adviser determines such self-dealing arrangement is in the best interest of the Company; (ii) the terms pursuant to which all such goods or services are provided to the Company by the Advisor Adviser shall be embodied in a written contract, the material terms of which must be fully disclosed to the ShareholdersShareholders in the Prospectus; (iii) the written contract may only be modified by vote of a majority of then outstanding Common Shares Shares; and (iv) the contract shall contain a clause allowing termination without penalty on sixty (60) days’ prior notice. Without limitation to the foregoing, arrangements to provide such goods or other services must meet all of the following criteria: (X) the Advisor Adviser must be independently engaged in the business of providing such goods or services to persons other than its Affiliates and at least thirty-three percent (33%) of the AdvisorAdviser’s associated gross revenues must come from persons other than its Affiliates; (Y) the compensation, price or fee charged for providing such goods or services must be comparable and competitive with the compensation, price or fee charged by persons other than the Advisor Adviser in the same geographic location who provide comparable goods or services services, which could reasonably be made available to the Company; and (Z) except in extraordinary circumstances, the compensation and other material terms of the arrangement must be fully disclosed to the ShareholdersShareholders in the Prospectus. Extraordinary circumstances are limited to instances when immediate action is required and the goods or services are not immediately available from persons other than the AdvisorAdviser. (b) Notwithstanding the foregoing subsection (a)(X), if the Advisor Adviser is not engaged in the business to the extent required by such clause, the Advisor Adviser may provide to the Company other goods or other services if all of the following additional conditions are met: (i) the Advisor Adviser can demonstrate the capacity and capability to provide such goods or services on a competitive basis; (ii) the goods or services are provided at the lesser of cost or the competitive rate charged by persons other than the Advisor Adviser in the same geographic location who are in the business of providing comparable goods or services; (iii) the cost is limited to the reasonable necessary and actual expenses incurred by the Advisor Adviser on behalf of the Company in providing such goods or services, exclusive of expenses of the type which may not be reimbursed under applicable federal or state securities laws; and (iv) expenses are allocated in accordance with generally accepted accounting principles and are made subject to any special audit required by applicable federal and state securities laws, including, as applicable, the Omnibus Guidelines.

Other Goods or Services. (a) The Company Trust may accept other goods or other services provided by the Advisor Adviser in connection with the operation of assets, subject to the restrictions contained in the 1940 Act, provided that: (i) the Advisor Adviser determines such self-dealing arrangement is in the best interest of the CompanyTrust; (ii) the terms pursuant to which all such goods or services are provided to the Company Trust by the Advisor Adviser shall be embodied in a written contract, the material terms of which must be fully disclosed to the Shareholders; (iii) the written contract may only be modified by vote of a majority of then outstanding Common Shares and (iv) the contract shall contain a clause allowing termination without penalty on sixty (60) days’ prior notice. Without limitation to the foregoing, arrangements to provide such goods or other services must meet all of the following criteria: (X) the Advisor Adviser must be independently engaged in the business of providing such goods or services to persons other than its Affiliates and at least thirty-three percent (33%) of the AdvisorAdviser’s associated gross revenues must come from persons other than its Affiliates; (Y) the compensation, price or fee charged for providing such goods or services must be comparable and competitive with the compensation, price or fee charged by persons other than the Advisor Adviser in the same geographic location who provide comparable goods or services which could reasonably be made available to the CompanyTrust; and (Z) except in extraordinary circumstances, the compensation and other material terms of the arrangement must be fully disclosed to the Shareholders. Extraordinary circumstances are limited to instances when immediate action is required and the goods or services are not immediately available from persons other than the AdvisorAdviser. (b) Notwithstanding the foregoing subsection (a)(X), if the Advisor Adviser is not engaged in the business to the extent required by such clause, the Advisor Adviser may provide to the Company Trust other goods or other services if all of the following additional conditions are met: (i) the Advisor Adviser can demonstrate the capacity and capability to provide such goods or services on a competitive basis; (ii) the goods or services are provided at the lesser of cost or the competitive rate charged by persons other than the Advisor Adviser in the same geographic location who are in the business of providing comparable goods or services; (iii) the cost is limited to the reasonable necessary and actual expenses incurred by the Advisor Adviser on behalf of the Company Trust in providing such goods or services, exclusive of expenses of the type which may not be reimbursed under applicable federal or state securities laws; and (iv) expenses are allocated in accordance with generally accepted accounting principles and are made subject to any special audit required by applicable federal and state securities laws.

Other Goods or Services. (a) The Company may accept other goods or other services provided by the Advisor Adviser in connection with the operation of assets, provided that: (i) the Advisor Adviser determines such self-dealing arrangement is in the best interest of the Company; (ii) the terms pursuant to which all such goods or services are provided to the Company by the Advisor Adviser shall be embodied in a written contract, the material terms of which must be fully disclosed to the ShareholdersShareholders in the Prospectus; (iii) the written contract may only be modified by vote of a majority of then outstanding Common Shares Shares; and (iv) the contract shall contain a clause allowing termination without penalty on sixty (60) days’ prior notice. Without limitation to the foregoing, arrangements to provide such goods or other services must meet all of the following criteria: (X) the Advisor Adviser must be independently engaged in the business of providing such goods or services to persons other than its Affiliates and at least thirty-three percent (33%) of the AdvisorAdviser’s associated gross revenues must come from persons other than its Affiliates; (Y) the compensation, price or fee charged for providing such goods or services must be comparable and competitive with the compensation, price or fee charged by persons other than the Advisor Adviser in the same geographic location who provide comparable goods or services services, which could reasonably be made available to the Company; and (Z) except in extraordinary circumstances, the compensation and other material terms of the arrangement must be fully disclosed to the ShareholdersShareholders in the Prospectus. Extraordinary circumstances are limited to instances when immediate action is required and the goods or services are not immediately available from persons other than the AdvisorAdviser. (b) Notwithstanding the foregoing subsection (a)(X), if the Advisor Adviser is not engaged in the business to the extent required by such clause, the Advisor Adviser may provide to the Company other goods or other services if all of the following additional conditions are met: (i) the Advisor Adviser can demonstrate the capacity and capability to provide such goods or services on a competitive basis; (ii) the goods or services are provided at the lesser of cost or the competitive rate charged by persons other than the Advisor Adviser in the same geographic location who are in the business of providing comparable goods or services; (iii) the cost is limited to the reasonable necessary and actual expenses incurred by the Advisor Adviser on behalf of the Company in providing such goods or services, exclusive of expenses of the type which may not be reimbursed under applicable federal or state securities laws; and (iv) expenses are allocated in accordance with generally accepted accounting principles and are made subject to any special audit required by applicable federal and state securities laws.

Other Goods or Services. (a) The Company may accept other goods or other services provided by the Advisor Adviser in connection with the operation of assets, provided that: (i) the Advisor Adviser determines such self-dealing arrangement is in the best interest of the Company; (ii) the terms pursuant to which all such goods or services are provided to the Company by the Advisor Adviser shall be embodied in a written contract, the material terms of which must be fully disclosed to the Shareholders; (iii) the written contract may only be modified by vote of a majority of then outstanding Common Shares and (iv) the contract shall contain a clause allowing termination without penalty on sixty (60) days’ prior notice. Without limitation to the foregoing, arrangements to provide such goods or other services must meet all of the following criteria: (X) the Advisor Adviser must be independently engaged in the business of providing such goods or services to persons other than its Affiliates and at least thirty-three percent (33%) of the AdvisorAdviser’s associated gross revenues must come from persons other than its Affiliates; (Y) the compensation, price or fee charged for providing such goods or services must be comparable and competitive with the compensation, price or fee charged by persons other than the Advisor Adviser in the same geographic location who provide comparable goods or services which could reasonably be made available to the Company; and (Z) except in extraordinary circumstances, the compensation and other material terms of the arrangement must be fully disclosed to the Shareholders. Extraordinary circumstances are limited to instances when immediate action is required and the goods or services are not immediately available from persons other than the AdvisorAdviser. (b) Notwithstanding the foregoing subsection (a)(X), if the Advisor Adviser is not engaged in the business to the extent required by such clause, the Advisor Adviser may provide to the Company other goods or other services if all of the following additional conditions are met: (i) the Advisor Adviser can demonstrate the capacity and capability to provide such goods or services on a competitive basis; (ii) the goods or services are provided at the lesser of cost or the competitive rate charged by persons other than the Advisor Adviser in the same geographic location who are in the business of providing comparable goods or services; (iii) the cost is limited to the reasonable necessary and actual expenses incurred by the Advisor Adviser on behalf of the Company in providing such goods or services, exclusive of expenses of the type which may not be reimbursed under applicable federal or state securities laws; and (iv) expenses are allocated in accordance with generally accepted accounting principles and are made subject to any special audit required by applicable federal and state securities laws.