Common use of REIMBURSEMENT TO THE ADVISOR Clause in Contracts

REIMBURSEMENT TO THE ADVISOR. The Company shall not reimburse the Advisor for Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee), in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income for that period of four consecutive fiscal quarters. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence may, at the option of the Advisor, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if the Total Operating Expense were incurred during such period. Notwithstanding the foregoing, if there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be reimbursed to the Advisor. If the Independent Directors determine such excess was justified, then, after the end of any fiscal quarter of the Company for which there is an Excess Amount for the 12 months then ended paid to the Advisor, the Advisor, at the direction of the Independent Directors, shall cause such fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the Stockholders within 60 days of such quarter end, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was justified. Such determination shall be reflected in the minutes of the meetings of the Board. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The For any year in which the Company qualifies as a REIT, the Company shall not reimburse the Advisor for at the end of any fiscal quarter Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee)that, in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for that period of four consecutive fiscal quarterssuch year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence mayCompany or, at the option of the AdvisorCompany, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if subtracted from the Total Operating Expense were incurred Expenses reimbursed during such periodthe subsequent fiscal quarter. Notwithstanding the foregoing, if If there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, justified based on unusual and nonrecurring factors which they deem sufficient, then (i) the Excess Amount may be carried over and included in Total Operating Expenses in subsequent Expense Years and reimbursed to the Advisor. If the Independent Directors determine Advisor in one or more of such excess was justifiedyears, thenprovided that Total Operating Expenses in any Expense Year, after the end of including any fiscal quarter of the Company for which there is an Excess Amount for the 12 months then ended to be paid to the Advisor, shall not exceed the Advisor, at 2%/25% Guidelines or (ii) the direction of the Independent Directors, shall cause such fact to Excess Amount may be disclosed paid in the next quarterly report Expense Year and within 60 days after the end of the Company or in a separate writing and such Expense Year there shall be sent to the Stockholders within 60 days stockholders a written disclosure of such quarter endfact, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was excess expenses were justified. Such determination shall be reflected in the minutes of the meetings of the BoardBoard of Directors. The Company will not reimburse the Advisor or its Affiliates for its personnel (and related employment) costs and overhead (including rent, insurance and other costs) incurred in connection with the services under Section 3(a) or services provided by an Affiliate of the Adviser for which the Advisor or its Affiliates are entitled to compensation in the form of Company pays a separate feefee pursuant to a separate agreement. All figures used in any the foregoing computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles GAAP applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Company shall not reimburse the Advisor for Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee), in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income for that period of four consecutive fiscal quarterssuch year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence may, at the option of the Advisor, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if the Total Operating Expense were incurred during such period. Notwithstanding the foregoing, if there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be reimbursed to the Advisor. If the Independent Directors determine such excess was justified, then, Within 60 days after the end of any fiscal quarter of the Company for which there is an Excess Amount for which the 12 months then ended paid Independent Directors conclude was justified and reimbursable to the Advisor, the Advisor, at the direction of the Independent Directors, there shall cause such fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the Stockholders within 60 days a written disclosure of such quarter endfact, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was justified. Such determination shall be reflected in the minutes of the meetings of the Board. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Company shall not reimburse the Advisor for at the end of any fiscal quarter in which Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee), in for the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for that period of four consecutive fiscal quarterssuch year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence mayCompany or, at the option of the AdvisorCompany, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if subtracted from the Total Operating Expense were incurred Expenses reimbursed during such periodthe subsequent fiscal quarter. Notwithstanding the foregoing, if If there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, justified based on unusual and nonrecurring factors which they deem sufficient, then (i) the Excess Amount may be carried over and included in Total Operating Expenses in subsequent Expense Years and reimbursed to the Advisor. If the Independent Directors determine Advisor in one or more of such excess was justifiedyears, then, after the end of any fiscal quarter of the Company for which provided that there is an Excess Amount for the 12 months then ended paid to the Advisor, the Advisor, at the direction of the Independent Directors, shall cause such fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the Stockholders within 60 days a written disclosure of such quarter endfact, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was excess expenses were justified. Such determination shall be reflected in the minutes of the meetings of the BoardBoard of Directors. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate feereceive Acquisition Fees, Asset Management Fees, property management fees or real estate commissions. All figures used in any the foregoing computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Company shall not reimburse the Advisor for at the end of any fiscal quarter in which Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee), in for the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for that period of four consecutive fiscal quarterssuch year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence mayCompany or, at the option of the AdvisorCompany, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if subtracted from the Total Operating Expense were incurred Expenses reimbursed during such periodthe subsequent fiscal quarter. Notwithstanding the foregoing, if If there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, justified based on unusual and nonrecurring factors which they deem sufficient, then (i) the Excess Amount may be carried over and included in Total Operating Expenses in subsequent Expense Years and reimbursed to the Advisor. If the Independent Directors determine Advisor in one or more of such excess was justifiedyears, then, after the end of any fiscal quarter of the Company for which provided that there is an Excess Amount for the 12 months then ended paid to the Advisor, the Advisor, at the direction of the Independent Directors, shall cause such fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the Stockholders within 60 days a written disclosure of such quarter endfact, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was excess expenses were justified. Such determination shall be reflected in the minutes of the meetings of the BoardBoard of Directors. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate feereceive Acquisition Fees, Origination Fees, Asset Management Fees, property management fees or real estate commissions. All figures used in any the foregoing computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Company shall not reimburse the Advisor for Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee), in the four consecutive fiscal quarters then ended (the “Expense Year”"EXPENSE YEAR") exceed (the “Excess Amount”"EXCESS AMOUNT") the greater of 2% of Average Invested Assets or 25% of Net Income for that period of four consecutive fiscal quarterssuch year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence may, at the option of the Advisor, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if the Total Operating Expense were incurred during such period. Notwithstanding the foregoing, if there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be reimbursed to the Advisor. If the Independent Directors determine such excess was justified, then, Within 60 days after the end of any fiscal quarter of the Company for which there is an Excess Amount for which the 12 months then ended paid Independent Directors conclude was justified and reimbursable to the Advisor, the Advisor, at the direction of the Independent Directors, there shall cause such fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the Stockholders within 60 days a written disclosure of such quarter endfact, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was justified. Such determination shall be reflected in the minutes of the meetings of the Board. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Company may reimburse the Advisor, at the end of each fiscal quarter, for Total Operating Expenses incurred by the Advisor; provided, however, that the Company shall not reimburse the Advisor at the end of any fiscal quarter commencing on the fourth fiscal quarter after the quarter in which the Company makes its first investment in an Asset, for Total Operating Expenses that, in the four consecutive fiscal quarters then ended, exceed the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such 12-month period. The Company shall not reimburse the Advisor during any fiscal quarter for Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee)that, in the four consecutive fiscal quarters then ended (the “Expense Year”) ), exceed the 2%/25% Guidelines for such year (the “Excess Amount”) ), unless the greater of 2% of Average Invested Assets or 25% of Net Income for Independent Directors determine that period of four consecutive fiscal quarterssuch excess was justified, based on unusual and non-recurring factors which they deem sufficient, in which case the Excess Amount may be reimbursed. Any Excess Amount paid to the Advisor during a fiscal quarter without the Independent Directors determining that such expenses were justified shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence may, at the option of the Advisor, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if the Total Operating Expense were incurred during such period. Notwithstanding the foregoing, if there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be reimbursed to the Advisor. If the Independent Directors determine such excess was justified, then, Within 60 days after the end of any fiscal quarter of the Company for which there is an Excess Amount total Operating Expenses for the 12 months then ended paid to Expense Year exceed the Advisor, the Advisor, at the direction of 2%/25% Guidelines and the Independent DirectorsDirectors determined that such expenses were justified, there shall cause such fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the Stockholders within 60 days a written disclosure of such quarter endfact, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was excess expenses were justified. Such determination shall be reflected in the minutes of the meetings of the Board. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate feereceive Acquisition Fees, Asset Management Fees or real estate commissions. All figures used in any the foregoing computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Company may reimburse the Advisor, at the end of each fiscal quarter, for Total Operating Expenses incurred by the Advisor; provided, however, that the Company shall not reimburse the Advisor at the end of any fiscal quarter commencing on the fourth fiscal quarter after the quarter in which the Corporation makes its first investment in an Asset, for Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee)that, in the four consecutive fiscal quarters then ended (the “Expense Year”) ended, exceed (the “Excess Amount”) the greater of 2% two percent of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for that period of four consecutive fiscal quarterssuch 12-month period. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence mayCompany or, at the option of the AdvisorCompany, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if subtracted from the Total Operating Expense were incurred Expenses reimbursed during such periodthe subsequent fiscal quarter. Notwithstanding the foregoing, if If there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, justified based on unusual and nonrecurring factors which they deem sufficient, then the Excess Amount may be carried over and included in Total Operating Expenses in subsequent Expense Years and reimbursed to the Advisor. If the Independent Directors determine Advisor in one or more of such excess was justifiedyears, then, after the end of any fiscal quarter of the Company for which provided that there is an Excess Amount for the 12 months then ended paid to the Advisor, the Advisor, at the direction of the Independent Directors, shall cause such fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the Stockholders within 60 days a written disclosure of such quarter endfact, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was excess expenses were justified. Such determination shall be reflected in the minutes of the meetings of the Board. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate feereceive Acquisition Fees, Financing Coordination Fees, Asset Management Fees, hotel management fees or real estate commissions. All figures used in any the foregoing computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The For any year in which the Company qualifies as a REIT, the Company shall not reimburse the Advisor for at the end of any fiscal quarter Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee)that, in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for that period of four consecutive fiscal quarterssuch year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence mayCompany or, at the option of the AdvisorCompany, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if subtracted from the Total Operating Expense were incurred Expenses reimbursed during such periodthe subsequent fiscal quarter. Notwithstanding the foregoing, if If there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, justified based on unusual and nonrecurring factors which they deem sufficient, then (i) the Excess Amount may be carried over and included in Total Operating Expenses in subsequent Expense Years and reimbursed to the Advisor. If the Independent Directors determine Advisor in one or more of such excess was justifiedyears, thenprovided that Total Operating Expenses in any Expense Year, after the end of including any fiscal quarter of the Company for which there is an Excess Amount for the 12 months then ended to be paid to the Advisor, shall not exceed the Advisor, at 2%/25% Guidelines or (ii) the direction of the Independent Directors, shall cause such fact to Excess Amount may be disclosed paid in the next quarterly report Expense Year and within 60 days after the end of the Company or in a separate writing and such Expense Year there shall be sent to the Stockholders within 60 days stockholders a written disclosure of such quarter endfact, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was excess expenses were justified. Such determination shall be reflected in the minutes of the meetings of the BoardBoard of Directors. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any the foregoing computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The For any year in which the Company qualifies as a REIT, the Company shall not reimburse the Advisor for at the end of any fiscal quarter Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee)that, in the four consecutive fiscal quarters then ended (the “"Expense Year”") exceed (the “"Excess Amount”") the greater of 2% of Average Invested Assets or 25% of Net Income (the "2%/25% Guidelines") for that period of four consecutive fiscal quarterssuch year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence mayCompany or, at the option of the AdvisorCompany, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if subtracted from the Total Operating Expense were incurred Expenses reimbursed during such periodthe subsequent fiscal quarter. Notwithstanding the foregoing, if If there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, justified based on unusual and nonrecurring factors which they deem sufficient, then (i) the Excess Amount may be carried over and included in Total Operating Expenses in subsequent Expense Years and reimbursed to the Advisor. If the Independent Directors determine Advisor in one or more of such excess was justifiedyears, thenprovided that Total Operating Expenses in any Expense Year, after the end of including any fiscal quarter of the Company for which there is an Excess Amount for the 12 months then ended to be paid to the Advisor, shall not exceed the Advisor, at 2%/25% Guidelines or (ii) the direction of the Independent Directors, shall cause such fact to Excess Amount may be disclosed paid in the next quarterly report Expense Year and within 60 days after the end of the Company or in a separate writing and such Expense Year there shall be sent to the Stockholders within 60 days stockholders a written disclosure of such quarter endfact, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was excess expenses were justified. Such determination shall be reflected in the minutes of the meetings of the BoardBoard of Directors. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any the foregoing computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Company shall not reimburse the Advisor for Total at the end of any fiscal quarter Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee)that, in the four consecutive fiscal quarters then ended (the “"Expense Year”") exceed (the “"Excess Amount”") the greater of 2% of Average Invested Assets or 25% of Net Income (the "2%/25% Guidelines") for that period of four consecutive fiscal quarterssuch year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence mayCompany or, at the option of the AdvisorCompany, be deferred without interest and may be subtracted from the Operating Expenses reimbursed in any during the subsequent Expense Year where such limitation would permit such reimbursement if the Total Operating Expense were incurred during such periodfiscal quarter. Notwithstanding the foregoing, if If there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be carried over and included in Operating Expenses in subsequent Expense Years, and reimbursed to the Advisor in one or more of such years, provided that Operating Expenses in any Expense Year, including any Excess Amount to be paid to the Advisor, shall not exceed the 2%/25% Guidelines. If the Independent Directors determine such excess was justified, then, Within 60 days after the end of any fiscal quarter of the Company for which there is an Excess Amount total Operating Expenses for the 12 months then ended paid to Expense Year exceed the Advisor2%/25% Guidelines, the Advisor, at the direction of the Independent Directors, there shall cause such fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the Stockholders within 60 days stockholders a written disclosure of such quarter endfact, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was excess expenses were justified. Such determination shall be reflected in the minutes of the meetings of the BoardBoard of Directors. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any the foregoing computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Company shall not reimburse the ---------------------------- Advisor for Total at the end of any fiscal quarter Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee)that, in the four consecutive fiscal quarters then ended (the “"Expense Year”") exceed (the “"Excess Amount”") the greater of 2% of Average Invested Assets or 25% of Net Income (the "2%/25% Guidelines") for that period of four consecutive fiscal quarterssuch year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence may, at the option of the Advisor, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if the Total Operating Expense were incurred during such period. Notwithstanding the foregoing, if If there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be carried over and included in Operating Expenses in subsequent Expense Years, and reimbursed to the Advisor in one or more of such years, provided that Operating Expenses in any Expense Year, including any Excess Amount to be paid to the Advisor, shall not exceed the 2%/25% Guidelines. If the Independent Directors determine such excess was justified, then, Within 60 days after the end of any fiscal quarter of the Company for which there is an Excess Amount total Operating Expenses for the 12 months then ended paid to Expense Year exceed the Advisor2%/25% Guidelines, the Advisor, at the direction of the Independent Directors, there shall cause such fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the Stockholders within 60 days stockholders a written disclosure of such quarter endfact, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was excess expenses were justified. Such determination shall be reflected in the minutes of the meetings of the BoardBoard of Directors. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any the foregoing computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Commencing with the fourth fiscal quarter following the effective date of the initial Offering, the Company shall not reimburse the Advisor at the end of any fiscal quarter for Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee), in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed exceeded (the “Excess Amount”) the greater of 22.0% of Average Invested Assets or 2525.0% of Net Income (the “2%/25% Guidelines”) for such 12-month period unless the Independent Directors determine that period of four consecutive fiscal quarterssuch excess was justified, based on unusual and nonrecurring factors that the Independent Directors deem sufficient. Any If the Independent Directors do not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence may, at the option of the Advisor, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if the Total Operating Expense were incurred during such period. Notwithstanding the foregoing, if there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be reimbursed to the Advisor. If the Independent Directors determine such excess was justified, then, within sixty (60) days after the end of any fiscal quarter of the Company for which there is an Excess Amount total reimbursed Total Operating Expenses for the 12 months then ended paid to Expense Year exceed the Advisor2%/25% Guidelines, the Advisor, at the direction of the Independent Directors, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or in by filing a separate writing Current Report on Form 8-K with the Securities and sent to the Stockholders Exchange Commission within 60 sixty (60) days of such quarter end), together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was excess were justified. Such The Company will ensure that such determination shall will be reflected in the minutes of the meetings of the Board. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any computation pursuant to this Section 3.04 the foregoing computations shall be determined in accordance with generally accepted accounting principles GAAP applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Company shall not reimburse the Advisor for Total at the end of any fiscal quarter Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee)that, in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for that period of four consecutive fiscal quarterssuch year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence may, or, at the option of the AdvisorCompany, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if subtracted from the Total Operating Expense were incurred Expenses reimbursed during such periodsubsequent fiscal quarters. Notwithstanding the foregoing, if If there is an Excess Amount in any Expense Year and the Independent Directors Trustees determine that all or a portion of such excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be carried over and included in Operating Expenses in subsequent Expense Years, and reimbursed to the Advisor in one or more of such years, provided that Operating Expenses in any Expense Year, including any Excess Amount to be paid to the Advisor, shall not exceed the 2%/25% Guidelines. If the Independent Directors determine such excess was justified, then, Within 60 days after the end of any fiscal quarter of the Company for which there is an Excess Amount total Operating Expenses for the 12 months then ended paid to Expense Year exceed the Advisor2%/25% Guidelines, the Advisor, at the direction of the Independent Directors, there shall cause such fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the Stockholders within 60 days stockholders a written disclosure of such quarter endfact, together with an explanation of the factors the Independent Directors Trustees considered in determining that such Excess Amount was excess expenses were justified. Such determination shall be reflected in the minutes of the meetings of the BoardBoard of Trustees. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any the foregoing computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Commencing upon the earlier to occur of four fiscal quarters after (i) the Company makes its first investment or (ii) six months after the date the Company first accepts third-party consideration for the purchase of Shares in the Initial Public Offering, the Company shall not reimburse the Advisor at the end of any fiscal quarter for Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee), in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 22.0% of Average Invested Assets or 2525.0% of Net Income (the “2%/25% Guidelines”) for that period of such four consecutive fiscal quarters. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence may, at the option of the Advisor, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if the Total Operating Expense were incurred during such period. Notwithstanding the foregoing, if there is an Excess Amount in any Expense Year and quarters unless the Independent Directors determine that all or a portion of such excess Excess Amount was justified, based on unusual and nonrecurring factors which they that the Independent Directors deem sufficient. If the Independent Directors do not approve such Excess Amount as being so justified, the Excess Amount may be reimbursed to Advisor shall reimburse the AdvisorCompany the amount by which the Total Operating Expenses exceeded the 2%/25% Guidelines. If the Independent Directors determine such excess Excess Amount was justified, then, within 60 days after the end of any fiscal quarter of the Company for which there is an Excess Amount Total Operating Expenses for the 12 months then ended paid to Expense Year exceed the Advisor2%/25% Guidelines, the Advisor, at the direction of the Independent Directors, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or in by filing a separate writing Current Report on Form 8-K with the Securities and sent to the Stockholders Exchange Commission within 60 days of such quarter end), together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was excess were justified. Such The Company will ensure that such determination shall will be reflected in the minutes of the meetings of the Board. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any the foregoing computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles GAAP applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Company shall not reimburse the Advisor for Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee), in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income for that period of four consecutive fiscal quarterssuch year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence may, at the option of the Advisor, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if the Total Operating Expense were incurred during such period. Notwithstanding the foregoing, if there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be reimbursed to the Advisor. If the Independent Directors determine such excess was justified, then, Within 60 days after the end of any fiscal quarter of the Company for which there is an Excess Amount for which the 12 months then ended paid Independent Directors conclude was justified and reimbursable to the Advisor, the Advisor, at the direction of the Independent Directors, there shall cause such fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the Stockholders within 60 days a written disclosure of such quarter endfact, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was justified. Such determination shall be reflected in the minutes of the meetings of the Board. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Company Trust shall not reimburse the Advisor Advisor, at the end of any fiscal quarter, for any Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee)that, in the four consecutive fiscal quarters then ended (the “Expense Year”) the Total Operating Expenses exceed (the “Excess Amount”) the greater of (i) 2% of Average Invested Assets or (ii) 25% of Net Income (the “2%/25% Guidelines”) for that period of four consecutive fiscal quartersquarters unless the Independent Trustees determine that such excess was justified, based on unusual and nonrecurring factors which the Independent Trustees deem sufficient. Any If the Independent Trustees do not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence may, at the option of the Advisor, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if the Total Operating Expense were incurred during such period. Notwithstanding the foregoing, if there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be reimbursed to the AdvisorTrust. If the Independent Directors Trustees determine such excess was justified, then, then within 60 days after the end of any fiscal quarter of the Company Trust for which there is an Excess Amount reimbursed Total Operating Expenses for the 12 months then ended paid to Expense Year exceed the Advisor2%/25% Guidelines, the Advisor, at the direction of the Independent DirectorsTrustees, shall cause such fact to be disclosed in the next quarterly report of the Company Trust or in a separate writing and sent to the Stockholders within 60 days of such quarter endshareholders, together with an explanation of the factors the Independent Directors Trustees considered in determining that such Excess Amount was excess expenses were justified. Such The Trust will ensure that such determination shall will be reflected in the minutes of the meetings of the Board. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any the foregoing computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis. In addition, the Trust shall not reimburse the Advisor or its Affiliates for services for which the Advisor and/or its Affiliates are entitled to compensation in the form of a separate fee.

REIMBURSEMENT TO THE ADVISOR. The Company Trust shall not reimburse the Advisor Advisor, at the end of any fiscal quarter, for Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee)that, in the four consecutive fiscal quarters then ended (the “Expense Year”) the Total Operating Expenses exceed (the “Excess Amount”) the greater of (i) 2% of Average Invested Assets or (ii) 25% of Net Income (the “2%/25% Guidelines”) for that period of four consecutive fiscal quartersExpense Year unless the Independent Trustees determine that such excess was justified, based on unusual and nonrecurring factors which the Independent Trustees deem sufficient. Any If the Independent Trustees do not approve such excess as being so justified, any Excess Amount paid by the Trust to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence may, at the option of the Advisor, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if the Total Operating Expense were incurred during such period. Notwithstanding the foregoing, if there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be reimbursed to the AdvisorTrust. If the Independent Directors Trustees determine such excess was justified, then, then within 60 days after the end of any fiscal quarter of the Company Trust for which there is an Excess Amount reimbursed Total Operating Expenses for the 12 months then ended paid to Expense Year exceed the Advisor2%/25% Guidelines, the Advisor, at the direction of the Independent DirectorsTrustees, shall cause such fact to be disclosed in the next quarterly report of the Company Trust or in a separate writing and sent to the Stockholders within 60 days of such quarter endshareholders, together with an explanation of the factors the Independent Directors Trustees considered in determining that such Excess Amount was excess expenses were justified. Such The Trust will ensure that such determination shall will be reflected in the minutes of the meetings of the Board. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any the foregoing computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis. In addition, the Trust shall not reimburse the Advisor or its Affiliates for services for which the Advisor and/or its Affiliates are entitled to compensation in the form of a separate fee.

REIMBURSEMENT TO THE ADVISOR. The Company may reimburse the Advisor, at the end of each fiscal quarter, for Total Operating Expenses incurred by the Advisor; provided, however, that the Company shall not reimburse the Advisor at the end of any fiscal quarter commencing on the fourth fiscal quarter after the quarter in which the Company makes its first investment in an Asset, for Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee)that, in the four consecutive fiscal quarters then ended (the “Expense Year”) ended, exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the "2%/25% Guidelines") for that period of such 12-month period. The Company shall not reimburse the Advisor during any fiscal quarter for Total Operating Expenses that, in the four consecutive fiscal quartersquarters then ended (the "Expense Year"), exceed the 2%/25% Guidelines for such year (the "Excess Amount"), unless the Independent Directors determine that such excess was justified, based on unusual and non-recurring factors which they deem sufficient, in which case the Excess Amount may be reimbursed. Any Excess Amount paid to the Advisor during a fiscal quarter without the Independent Directors determining that such expenses were justified shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence may, at the option of the Advisor, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if the Total Operating Expense were incurred during such period. Notwithstanding the foregoing, if there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be reimbursed to the Advisor. If the Independent Directors determine such excess was justified, then, Within 60 days after the end of any fiscal quarter of the Company for which there is an Excess Amount Total Operating Expenses for the 12 months then ended paid to Expense Year exceed the Advisor, the Advisor, at the direction of 2%/25% Guidelines and the Independent DirectorsDirectors determined that such expenses were justified, there shall cause such fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the Stockholders within 60 days a written disclosure of such quarter endfact, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was excess expenses were justified. Such determination shall be reflected in the minutes of the meetings of the Board. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any the foregoing computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles GAAP applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Company shall not reimburse the Advisor for Total Operating Expenses paid by the Advisor to the extent that Total Operating Expenses (including the Asset Management Fee), in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income for that period of four consecutive fiscal quarters. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence may, at the option of the Advisor, be deferred without interest and may be reimbursed in any subsequent Expense Year where such the limitation would permit such the reimbursement if the Total Operating Expense were incurred during such that period. Notwithstanding the foregoing, if there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such the excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be reimbursed to the Advisor. If the Independent Directors determine such the excess was justified, then, then after the end of any fiscal quarter of the Company for which there is an Excess Amount for the 12 twelve months then ended paid to the Advisor, the Advisor, at the direction of the Independent Directors, shall cause such the fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the Stockholders within 60 sixty days of such the quarter end, together with an explanation of the factors the Independent Directors considered in determining that such the Excess Amount was justified. Such The determination shall be reflected in the minutes of the meetings of the Board. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Company For any year in which the Trust qualifies as a REIT, the Trust shall not reimburse the Advisor for Total at the end of any fiscal quarter Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee)that, in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for that period of four consecutive fiscal quarterssuch year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence mayTrust or, at the option of the AdvisorTrust, be deferred without interest and may be subtracted from the Operating Expenses reimbursed in any during the subsequent Expense Year where such limitation would permit such reimbursement if the Total Operating Expense were incurred during such periodfiscal quarter. Notwithstanding the foregoing, if If there is an Excess Amount in any Expense Year and the Independent Directors Trustees determine that all or a portion of such excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be carried over and included in Operating Expenses in subsequent Expense Years, and reimbursed to the Advisor in one or more of such years, provided that Operating Expenses in any Expense Year, including any Excess Amount to be paid to the Advisor, shall not exceed the 2%/25% Guidelines. If the Independent Directors determine such excess was justified, then, Within 60 days after the end of any fiscal quarter of the Company Trust for which there is an Excess Amount total Operating Expenses for the 12 months then ended paid to Expense Year exceed the Advisor2%/25% Guidelines, the Advisor, at the direction of the Independent Directors, there shall cause such fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the Stockholders within 60 days shareholders a written disclosure of such quarter endfact, together with an explanation of the factors the Independent Directors Trustees considered in determining that such Excess Amount was excess expenses were justified. Such determination shall be reflected in the minutes of the meetings of the Board. The Company Trust will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any the foregoing computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Company shall not reimburse the Advisor for Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee)Expenses, in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income for that period of four consecutive fiscal quartersquarters (the “2%/25% Guidelines”). Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence may, at the option of the Advisor, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if the Total Operating Expense were incurred during such period. Notwithstanding the foregoing, if there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be reimbursed to the Advisor. If the Independent Directors determine such excess was justified, then, after the end of any fiscal quarter of the Company for which there is an Excess Amount for the 12 months then ended paid to the Advisor, the Advisor, at the direction of the Independent Directors, shall cause such fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the Stockholders within 60 days of such quarter end, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was justified. Such determination shall be reflected in the minutes of the meetings of the Board. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The For any year in which the Company qualifies as a REIT, the Company shall not reimburse the Advisor for at the end of any fiscal quarter Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee)that, in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for that period of four consecutive fiscal quarterssuch year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence mayCompany or, at the option of the AdvisorCompany, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if subtracted from the Total Operating Expense were incurred Expenses reimbursed during such periodthe subsequent fiscal quarter. Notwithstanding the foregoing, if If there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, justified based on unusual and nonrecurring factors which they deem sufficient, then (i) the Excess Amount may be carried over and included in Total Operating Expenses in subsequent Expense Years and reimbursed to the Advisor. If the Independent Directors determine Advisor in one or more of such excess was justifiedyears, thenprovided that Total Operating Expenses in any Expense Year, after the end of including any fiscal quarter of the Company for which there is an Excess Amount for the 12 months then ended to be paid to the Advisor, shall not exceed the Advisor, at 2%/25% Guidelines or (ii) the direction of the Independent Directors, shall cause such fact to Excess Amount may be disclosed paid in the next quarterly report Expense Year and within 60 days after the end of the Company or in a separate writing and such Expense Year there shall be sent to the Stockholders within 60 days stockholders a written disclosure of such quarter endfact, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was excess expenses were justified. Such determination shall be reflected in the minutes of the meetings of the BoardBoard of Directors. The Company will not reimburse the Advisor or its Affiliates for its personnel (and related employment) costs and overhead (including rent, insurance and other costs) incurred in connection with the services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate feeunder Section 3(a). All figures used in any the foregoing computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles GAAP applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Company shall not reimburse the Advisor for Total at the end of any fiscal quarter Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee)that, in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for that period of four consecutive fiscal quarterssuch year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence may, or, at the option of option of the AdvisorCompany, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if subtracted from the Total Operating Expense were incurred Expenses reimbursed during such periodsubsequent fiscal quarters. Notwithstanding the foregoing, if If there is an Excess Amount in any Expense Year and the Independent Directors Trustees determine that all or a portion of such excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be carried over and included in Operating Expenses in subsequent Expense Years, and reimbursed to the Advisor in one or more of such years, provided that Operating Expenses in any Expense Year, including any Excess Amount to be paid to the Advisor, shall not exceed the 2%/25% Guidelines. If the Independent Directors determine such excess was justified, then, Within 60 days after the end of any fiscal quarter of the Company for which there is an Excess Amount total Operating Expenses for the 12 months then ended paid to Expense Year exceed the Advisor2%/25% Guidelines, the Advisor, at the direction of the Independent Directors, there shall cause such fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the Stockholders within 60 days stockholders a written disclosure of such quarter endfact, together with an explanation of the factors the Independent Directors Trustees considered in determining that such Excess Amount was excess expenses were justified. Such determination shall be reflected in the minutes of the meetings of the BoardBoard of Trustees. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any the foregoing computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The For any year in which the Company qualifies as a REIT, the Company shall not reimburse the Advisor for at the end of any fiscal quarter Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee)that, in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for that period of four consecutive fiscal quarterssuch year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence mayCompany or, at the option of the AdvisorCompany, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if subtracted from the Total Operating Expense were incurred Expenses reimbursed during such periodthe subsequent fiscal quarter. Notwithstanding the foregoing, if If there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, justified based on unusual and nonrecurring factors which they deem sufficient, then (i) the Excess Amount may be carried over and included in Total Operating Expenses in subsequent Expense Years and reimbursed to the Advisor. If the Independent Directors determine Advisor in one or more of such excess was justifiedyears, thenprovided that Total Operating Expenses in any Expense Year, after the end of including any fiscal quarter of the Company for which there is an Excess Amount for the 12 months then ended to be paid to the Advisor, shall not exceed the Advisor, at 2%/25% Guidelines or (ii) the direction of the Independent Directors, shall cause such fact to Excess Amount may be disclosed paid in the next quarterly report Expense Year and within 60 days after the end of the Company or in a separate writing and such Expense Year there shall be sent to the Stockholders within 60 days stockholders a written disclosure of such quarter endfact, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was excess expenses were justified. Such determination shall be reflected in the minutes of the meetings of the BoardBoard of Directors. The Company will not reimburse the Advisor or its Affiliates for its personnel (and related employment) costs and overhead (including rent, insurance and ​ other costs) incurred in connection with the services under Section 3(a) or services provided by an Affiliate of the Adviser for which the Advisor or its Affiliates are entitled to compensation in the form of Company pays a separate feefee pursuant to a separate agreement. All figures used in any the foregoing computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles GAAP applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The For any year in which the Company qualifies as a REIT, the Company shall not reimburse the Advisor for Total at the end of any fiscal quarter Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee)that, in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for that period of four consecutive fiscal quarterssuch year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence mayCompany or, at the option of the AdvisorCompany, be deferred without interest and may be subtracted from the Operating Expenses reimbursed in any during the subsequent Expense Year where such limitation would permit such reimbursement if the Total Operating Expense were incurred during such periodfiscal quarter. Notwithstanding the foregoing, if If there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be carried over and included in Operating Expenses in subsequent Expense Years, and reimbursed to the Advisor in one or more of such years, provided that Operating Expenses in any Expense Year, including any Excess Amount to be paid to the Advisor, shall not exceed the 2%/25% Guidelines. If the Independent Directors determine such excess was justified, then, Within 60 days after the end of any fiscal quarter of the Company for which there is an Excess Amount total Operating Expenses for the 12 months then ended paid to Expense Year exceed the Advisor2%/25% Guidelines, the Advisor, at the direction of the Independent Directors, there shall cause such fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the Stockholders within 60 days stockholders a written disclosure of such quarter endfact, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was excess expenses were justified. Such determination shall be reflected in the minutes of the meetings of the BoardBoard of Directors. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any the foregoing computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Company shall not reimburse the Advisor for Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee), in the four consecutive fiscal quarters then ended (commencing with the fourth full fiscal quarter after the Company has made its first investment in an Asset) (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income for that period of four consecutive fiscal quarterssuch year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence may, at the option of the Advisor, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if the Total Operating Expense were incurred during such period. Notwithstanding the foregoing, if there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be reimbursed to the Advisor. If the Independent Directors determine such excess was justified, then, after After the end of any fiscal quarter of the Company for which there is an Excess Amount for the 12 months then ended paid to the Advisorended, the Advisor, at the direction of the Independent Directors, shall cause such fact to shall be disclosed in the next quarterly report of the Company or shall be disclosed in a separate writing and sent to the Stockholders within 60 days of such quarter end, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was justified. Such determination shall be reflected in the minutes of the meetings of the Board. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Company shall not reimburse the Advisor for at the end of any fiscal quarter in which Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee), in for the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for that period of four consecutive fiscal quarterssuch year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence mayCompany or, at the option of the AdvisorCompany, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if subtracted from the Total Operating Expense were incurred Expenses reimbursed during such periodthe subsequent fiscal quarter. Notwithstanding the foregoing, if If there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, justified based on unusual and nonrecurring factors which they deem sufficient, then the Excess Amount may be carried over and included in Total Operating Expenses in subsequent Expense Years and reimbursed to the Advisor. If the Independent Directors determine Advisor in one or more of such excess was justifiedyears, then, after the end of any fiscal quarter of the Company for which provided that there is an Excess Amount for the 12 months then ended paid to the Advisor, the Advisor, at the direction of the Independent Directors, shall cause such fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the Stockholders within 60 days a written disclosure of such quarter endfact, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was excess expenses were justified. Such determination shall be reflected in the minutes of the meetings of the Board. The Company will hereby agrees that the following shall not reimburse be taken into account for purposes of calculating the Excess Amount: (a) amounts (i) paid to TNP Strategic Retail Advisor, LLC or its Affiliates related to or in connection with the termination of the Prior Advisory Agreement, the Dealer Manager Agreement or any property management agreements or other agreements with TNP Strategic Retail Advisor, LLC or its Affiliates or (ii) incurred in connection with such terminations, including, without limitation, attorneys’ fees, litigation costs and expenses and amounts paid in settlement (but excluding costs associated with obtaining lender approvals to any such termination and engagement of the Advisor or its Affiliates for services for which as a replacement under such agreements) and (b) Total Operating Expenses incurred prior to the Advisor or its Affiliates are entitled to compensation in date of the form execution of a separate feethis Agreement. All figures used in any the foregoing computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles GAAP applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Upon four fiscal quarters after the Company’s acquisition of its first Asset, the Company shall not reimburse the Advisor for Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee)Expenses, in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income for that period of four consecutive fiscal quarters. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence may, at the option of the Advisor, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if the Total Operating Expense were incurred during such period. Notwithstanding the foregoing, if there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be reimbursed to the Advisor. If the Independent Directors determine such excess was justified, then, after the end of any fiscal quarter of the Company for which there is an Excess Amount for the 12 months then ended paid to the Advisor, the Advisor, at the direction of the Independent Directors, shall cause such fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the Stockholders within 60 days of such quarter end, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was justified. Such determination shall be reflected in the minutes of the meetings of the Board. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Company shall not reimburse the Advisor for Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee), in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income for that period of four consecutive fiscal quarters. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence may, at the option of the Advisor, be deferred without interest and may be reimbursed in any subsequent Expense Year where such the limitation would permit such the reimbursement if the Total Operating Expense were incurred during such that period. Notwithstanding the foregoing, if there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such the excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be reimbursed to the Advisor. If the Independent Directors determine such the excess was justified, then, then after the end of any fiscal quarter of the Company for which there is an Excess Amount for the 12 twelve months then ended paid to the Advisor, the Advisor, at the direction of the Independent Directors, shall cause such the fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the Stockholders within 60 sixty days of such the quarter end, together with an explanation of the factors the Independent Directors considered in determining that such the Excess Amount was justified. Such The determination shall be reflected in the minutes of the meetings of the Board. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Company Trust shall not reimburse the Advisor Advisor, at the end of any fiscal quarter, for any Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee)that, in the four consecutive fiscal quarters then ended (the “Expense Year”) the Total Operating Expenses exceed (the “Excess Amount”) the greater of (i) 2% of Average Invested Assets or (ii) 25% of Net Income (the “2%/25% Guidelines”) for that period of four consecutive fiscal quartersExpense Year unless the Independent Trustees determine that such excess was justified, based on unusual and nonrecurring factors which the Independent Trustees deem sufficient. Any If the Independent Trustees do not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence may, at the option of the Advisor, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if the Total Operating Expense were incurred during such period. Notwithstanding the foregoing, if there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be reimbursed to the AdvisorTrust. If the Independent Directors Trustees determine such excess was justified, then, then within 60 days after the end of any fiscal quarter of the Company Trust for which there is an Excess Amount reimbursed Total Operating Expenses for the 12 months then ended paid to Expense Year exceed the Advisor2%/25% Guidelines, the Advisor, at the direction of the Independent DirectorsTrustees, shall cause such fact to be disclosed in the next quarterly report of the Company Trust or in a separate writing and sent to the Stockholders within 60 days of such quarter endshareholders, together with an explanation of the factors the Independent Directors Trustees considered in determining that such Excess Amount was excess expenses were justified. Such The Trust will ensure that such determination shall will be reflected in the minutes of the meetings of the Board. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any the foregoing computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis. In addition, the Trust shall not reimburse the Advisor or its Affiliates for services for which the Advisor and/or its Affiliates are entitled to compensation in the form of a separate fee.

REIMBURSEMENT TO THE ADVISOR. The Company shall not reimburse the Advisor for Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee)Expenses, in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income for that period of four consecutive fiscal quartersquarters (the “2%/25% Guidelines”). Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence may, at the option of the Advisor, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if the Total Operating Expense were incurred during such period. Notwithstanding the foregoing, if there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be reimbursed to the Advisor. If the Independent Directors determine such excess was justified, then, after the end of any fiscal quarter of the Company for which there is an Excess Amount for the 12 months then ended paid to the Advisor, the Advisor, at the direction of the Independent Directors, shall cause such fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the Stockholders within 60 days of such quarter end, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was justified. Such determination shall be reflected in the minutes of the meetings of the Board. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any computation pursuant to this Section 3.04 3.03 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Company shall not reimburse the Advisor for Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee), in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income for that period of four consecutive fiscal quarterssuch year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence may, at the option of the Advisor, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if the Total Operating Expense were incurred during such period. Notwithstanding the foregoing, if there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be reimbursed to the Advisor. If the Independent Directors determine such excess was justified, then, Within 60 days after the end of any fiscal quarter of the Company for which there is an Excess Amount for which the 12 months then ended paid Independent Directors conclude was justified and reimbursable to the Advisor, the Advisor, at the direction of the Independent Directors, there shall cause such fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the Stockholders within 60 days a written disclosure of such quarter endfact, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was justified. Such determination shall be reflected in the minutes of the meetings of the Board. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Commencing upon the earlier to occur of four fiscal quarters after (i) the Company’s acquisition of its first Asset or (ii) six months after commencement of its first Offering, the Company shall not reimburse the Advisor for Total Operating Expenses to the extent that Total Operating Expenses (including the Asset Management Fee), in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income for that period of four consecutive fiscal quarters. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. Reimbursement of all or any portion of the Total Operating Expenses that exceed the limitation set forth in the preceding sentence may, at the option of the Advisor, be deferred without interest and may be reimbursed in any subsequent Expense Year where such limitation would permit such reimbursement if the Total Operating Expense were incurred during such period. Notwithstanding the foregoing, if there is an Excess Amount in any Expense Year and the Independent Directors determine that all or a portion of such excess was justified, based on unusual and nonrecurring factors which they deem sufficient, the Excess Amount may be reimbursed to the Advisor. If the Independent Directors determine such excess was justified, then, after the end of any fiscal quarter of the Company for which there is an Excess Amount for the 12 months then ended paid to the Advisor, the Advisor, at the direction of the Independent Directors, shall cause such fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the Stockholders within 60 days of such quarter end, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was justified. Such determination shall be reflected in the minutes of the meetings of the Board. The Company will not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee. All figures used in any computation pursuant to this Section 3.04 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.