Common use of REIMBURSEMENT TO THE ADVISOR Clause in Contracts

REIMBURSEMENT TO THE ADVISOR. The Company shall not reimburse the Advisor, at the end of any fiscal quarter, for any Operating Expenses to the extent that, in the four consecutive fiscal quarters then ended (the “Expense Year”) the 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 quarters unless the Independent Directors determine that such excess was justified, based on unusual and nonrecurring factors which the Independent Directors deem sufficient. 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. 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 total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, 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, together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. (a) The Company and the Operating Partnership shall not reimburse the Advisor, Advisor at the end of any fiscal quarter, quarter for any Total Operating Expenses to the extent that, that in the four consecutive fiscal quarters then ended (the “Expense Year”) the Operating Expenses exceed exceeded (the “Excess Amount”) the greater of (i) 22.0% of Average Invested Assets or (ii) 2525.0% of Net Income (the “2%/25% Guidelines”) for that period of four consecutive quarters such year unless the Independent Directors determine Board determines, in the manner required by the Governing Instruments, that such excess was justified, based on unusual and nonrecurring factors which that the Independent Directors deem Board deems sufficient. If the Independent Directors do Board does not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the CompanyCompany or the Operating Partnership. If the Independent Directors determine Board determines such excess was justified, then then, within 60 sixty (60) days after the end of any fiscal quarter of the Company for which total reimbursed Total Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the Independent DirectorsBoard, shall cause such fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the stockholdersShareholders or Partners, as appropriate, in writing, together with an explanation of the factors the Independent Directors Board considered in determining that such excess expenses were Excess Amount was justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation 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, Advisor at the end of any fiscal quarter, quarter for any Total Operating Expenses to the extent that, that in the four consecutive fiscal quarters then ended (the “Expense Year”) the Operating Expenses exceed exceeded (the “Excess Amount”) the greater of (i) 22.0% of Average Invested Assets or (ii) 2525.0% of Net Income (the “2%/25% Guidelines”) for that period of four consecutive quarters such year unless the Independent Directors determine that such excess was justified, based on unusual and nonrecurring factors which that the Independent Directors deem sufficient. 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. If the Independent Directors determine such excess was justified, then then, within 60 sixty (60) days after the end of any fiscal quarter of the Company for which total reimbursed Total Operating Expenses for the Expense Year exceed the 2%/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 stockholdersExchange Commission within sixty (60) days of such quarter end), together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation 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, at the end of any fiscal quarter, for any Operating Expenses Advisor to the extent thatthat Operating Expenses (including the Asset Management Fee), in the four consecutive fiscal quarters then ended (the “Expense Year”"EXPENSE YEAR") the Operating Expenses exceed (the “Excess Amount”"EXCESS AMOUNT") the greater of (i) 2% of Average Invested Assets or (ii) 25% of Net Income (for such year. Any Excess Amount paid to the “2%/25% Guidelines”) for that period of four consecutive quarters unless Advisor during a fiscal quarter shall be repaid to the Company. Notwithstanding the foregoing, if there is an Excess Amount in any Expense Year and the Independent Directors determine that such excess was justified, based on unusual and nonrecurring factors which the Independent Directors they deem sufficient. If , the Independent Directors do not approve such excess as being so justified, any Excess Amount paid may be reimbursed to the Advisor during a fiscal quarter shall be repaid to the CompanyAdvisor. If the Independent Directors determine such excess was justified, then within Within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for there is an Excess Amount which the Expense Year exceed the 2%/25% Guidelines, Independent Directors conclude was justified and reimbursable to 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 stockholdersStockholders a written disclosure of such fact, together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were Excess Amount was justified. The Company will ensure that such Such determination will 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 the foregoing 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, Advisor at the end of any fiscal quarter, for any quarter Operating Expenses to the extent that, in the four consecutive fiscal quarters then ended (the “"Expense Year”") the 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 quarters unless the Independent Directors determine that such excess was justified, based on unusual and nonrecurring factors which the Independent Directors deem sufficientyear. If the Independent Directors do not approve such excess as being so justified, any Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If there is an Excess Amount in any Expense Year and the Independent Directors determine that such excess was justified, then within 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. Within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/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 stockholdersstockholders a written disclosure of such fact, together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such Such determination will 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 the foregoing computation 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, Advisor at the end of any fiscal quarter, for any quarter Operating Expenses to the extent that, in the four consecutive fiscal quarters then ended (the “"Expense Year”") the 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 quarters such year unless the Independent Directors determine that such excess was justified, based on unusual and nonrecurring factors which the Independent Directors deem sufficient. 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. 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 total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, 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 send to the stockholdersstockholders a written disclosure of such fact, together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the BoardBoard of Directors. All figures used in the foregoing computation 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, Advisor at the end of any fiscal quarter, quarter for any Total Operating Expenses to the extent that, that in the four consecutive fiscal quarters then ended (the “Expense Year”) the Operating Expenses exceed (the “Excess Amount”) the greater of (i) 22.0% of Average Invested Assets or (ii) 2525.0% of Net Income (the “2%/25% Guidelines”) for that such 12-month period of four consecutive quarters unless the Independent Directors determine that such excess Excess Amount was justified, based on unusual and nonrecurring factors which that the Independent Directors deem sufficient. If the Independent Directors do not approve such excess Excess Amount as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to reimburse the CompanyCompany 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 then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Total Operating Expenses for the Expense Year exceed the 2%/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 stockholdersExchange Commission within 60 days of such quarter end), together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation 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, at the end of any fiscal quarter, for any Operating Expenses to the extent that, in the four consecutive fiscal quarters then ended (the “Expense Year”) the 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 quarters unless the Independent Directors determine that such excess was justified, based on unusual and nonrecurring factors which the Independent Directors deem sufficient. 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. 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 total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the Independent Directors, shall cause send our stockholders written disclosure of such fact to be disclosed in the next quarterly report of the Company or in a separate writing and sent to the stockholdersfact, together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation 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, Advisor at the end of any fiscal quarter, quarter for any Total Operating Expenses to the extent that, that in the four consecutive fiscal quarters then ended (the “Expense Year”) the Operating Expenses exceed exceeded (the “Excess Amount”) the greater of (i) 22.0% of Average Invested Assets or (ii) 2525.0% of Net Income (the “2%/25% Guidelines”) for that such 12-month period of four consecutive quarters unless the Independent Directors determine that such excess was justified, based on unusual and nonrecurring factors which that the Independent Directors deem sufficient. 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. If the Independent Directors determine such excess was justified, then then, within 60 sixty (60) days after the end of any fiscal quarter of the Company for which total reimbursed Total Operating Expenses for the Expense Year exceed the 2%/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 stockholdersExchange Commission within sixty (60) days of such quarter end), together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation 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, at the end of any fiscal quarter, for any Operating Expenses to the extent that, in the four consecutive fiscal quarters then ended (the “Expense Year”) the 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 quarters such year unless the Independent Directors determine that such excess was justified, based on unusual and nonrecurring factors which the Independent Directors deem sufficient. 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. 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 total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, 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 send to the stockholdersstockholders a written disclosure of such fact, together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation 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, Advisor at the end of any fiscal quarter, for any quarter Operating Expenses to the extent that, in the four consecutive fiscal quarters then ended (the “Expense Year”) the 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 quarters unless the Independent Directors determine that such excess was justified, based on unusual and nonrecurring factors which the Independent Directors deem sufficientyear. If the Independent Directors do not approve such excess as being so justified, any Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If there is an Excess Amount in any Expense Year and the Independent Directors Trustees determine that such excess was justified, then within 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. Within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/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 stockholdersstockholders a written disclosure of such fact, together with an explanation of the factors the Independent Directors Trustees considered in determining that such excess expenses were justified. The Company will ensure that such Such determination will 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 the foregoing computation 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, Advisor at the end of any fiscal quarter, quarter for any Total Operating Expenses to the extent that, that in the four consecutive fiscal quarters then ended (the “Expense Year”) the Operating Expenses exceed (the “Excess Amount”) the greater of (i) 22.0% of Average Invested Assets or (ii) 2525.0% of Net Income (the “2%/25% Guidelines”) for that such 12-month period of four consecutive quarters unless the Independent Directors determine that such excess was justified, based on unusual and nonrecurring factors which that the Independent Directors deem sufficient. 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. If the Independent Directors determine such excess was justified, then then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Total Operating Expenses for the Expense Year exceed the 2%/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 stockholdersExchange Commission within 60 days of such quarter end), together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with generally accepted accounting principles GAAP applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Commencing upon the fourth fiscal quarter after the Corporation’s acquisition of its first asset, the Company shall not reimburse the Advisor, Advisor at the end of any fiscal quarter, quarter for any Total Operating Expenses to the extent that, that in the four consecutive fiscal quarters then ended (the “Expense Year”) the Operating Expenses exceed (the “Excess Amount”) the greater of (i) 22.0% of Average Invested Assets or (ii) 2525.0% of Net Income (the “2%/25% Guidelines”) for that period of such four consecutive fiscal quarters unless the Independent Directors determine that such excess Excess Amount was justified, based on unusual and nonrecurring factors which that the Independent Directors deem sufficient. If the Independent Directors do not approve such excess Excess Amount as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to reimburse the CompanyCompany 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 then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Total Operating Expenses for the Expense Year exceed the 2%/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 stockholdersExchange Commission within 60 days of such quarter end), together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation 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, at the end of any fiscal quarter, for any Operating Expenses to the extent that, in the four consecutive fiscal quarters then ended (the “Expense Year”) the 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 quarters unless the Independent Directors determine that such excess was justified, based on unusual and nonrecurring factors which the Independent Directors deem sufficient. If the Independent Directors do not approve such excess Excess Amount as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. 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 total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelinesinclude an Excess Amount, 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, together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were Excess Amount was justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Commencing on the fourth full fiscal quarter after the Company’s acquisition of its first Investment, the Company shall not reimburse the Advisor, Advisor at the end of any fiscal quarter, quarter for any Total Operating Expenses to the extent that, that in the four consecutive fiscal quarters then ended (the “Expense Year”) the Operating Expenses exceed (the “Excess Amount”) the greater of (i) 22.0% of Average Invested Assets or (ii) 2525.0% of Net Income (the “2%/25% Guidelines”) for that period of such four consecutive fiscal quarters unless the Independent Directors determine that such excess Excess Amount was justified, based on unusual and nonrecurring factors which that the Independent Directors deem sufficient. If the Independent Directors do not approve such excess Excess Amount as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to reimburse the CompanyCompany 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 then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Total Operating Expenses for the Expense Year exceed the 2%/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 stockholdersExchange Commission within 60 days of such quarter end), together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation 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, Advisor at the end of any fiscal quarter, for any quarter Operating Expenses to the extent that, in the four consecutive fiscal quarters then ended (the “Expense Year”) the 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 quarters unless the Independent Directors determine that such excess was justified, based on unusual and nonrecurring factors which the Independent Directors deem sufficientyear. If the Independent Directors do not approve such excess as being so justified, any Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If there is an Excess Amount in any Expense Year and the Independent Directors determine that such excess was justified, then within 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. Within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/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 stockholdersstockholders a written disclosure of such fact, together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such Such determination will 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 the foregoing computation shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

REIMBURSEMENT TO THE ADVISOR. The Commencing upon the fourth fiscal quarter after the Company’s acquisition of its first asset, the Company shall not reimburse the Advisor, Advisor at the end of any fiscal quarter, quarter for any Total Operating Expenses to the extent that, that in the four consecutive fiscal quarters then ended (the “Expense Year”) the Operating Expenses exceed (the “Excess Amount”) the greater of (i) 22.0% of Average Invested Assets or (ii) 2525.0% of Net Income (the “2%/25% Guidelines”) for that period of such four consecutive fiscal quarters unless the Independent Directors determine that such excess Excess Amount was justified, based on unusual and nonrecurring factors which that the Independent Directors deem sufficient. If the Independent Directors do not approve such excess Excess Amount as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to reimburse the CompanyCompany 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 then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Total Operating Expenses for the Expense Year exceed the 2%/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 and sent to Current Report on Form 8-K with the stockholdersSEC within 60 days of such quarter end), together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation 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, at the end of any fiscal quarter, Advisor for any Total Operating Expenses to the extent thatthat Total Operating Expenses (including the Asset Management Fee), in the four consecutive fiscal quarters then ended (the “Expense Year”) the Operating Expenses exceed (the “Excess Amount”) the greater of (i) 2% of Average Invested Assets or (ii) 25% of Net Income for such year (the “2%/25% Guidelines”) for ). 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 period exceed the limitation set forth in the preceding sentence may, at the option of four consecutive quarters unless 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 such excess was justified, based on unusual and nonrecurring factors which the Independent Directors they deem sufficient. If , the Independent Directors do not approve such excess as being so justified, any Excess Amount paid may be reimbursed to the Advisor during a fiscal quarter shall be repaid to the CompanyAdvisor. If the Independent Directors determine such excess was justified, then within Within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for there is an Excess Amount which the Expense Year exceed the 2%/25% Guidelines, Independent Directors conclude was justified and reimbursable to 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 stockholdersStockholders a written disclosure of such fact, together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were Excess Amount was justified. The Company will ensure that such Such determination will shall be reflected in the minutes of the meetings of the Board. All figures used in the foregoing 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 on the fourth full fiscal quarter after the Commencement Date, the Company shall not reimburse the Advisor, Advisor at the end of any fiscal quarter, quarter for any Total Operating Expenses to the extent that, that in the four consecutive fiscal quarters then ended (the “Expense Year”) the Operating Expenses exceed (the “Excess Amount”) the greater of (i) 22.0% of Average Invested Assets or (ii) 2525.0% of Net Income (the “2%/25% Guidelines”) for that period of such four consecutive fiscal quarters unless the Independent Directors determine that such excess Excess Amount was justified, based on unusual and nonrecurring factors which that the Independent Directors deem sufficient. If the Independent Directors do not approve such excess Excess Amount as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to reimburse the CompanyCompany 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 then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Total Operating Expenses for the Expense Year exceed the 2%/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 stockholdersExchange Commission within 60 days of such quarter end), together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation 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, Advisor at the end of any fiscal quarter, quarter for any Total Operating Expenses to the extent that, that in the four consecutive fiscal quarters then ended (the “Expense Year”) the Operating Expenses exceed (the “Excess Amount”) the greater of (i) 22.0% of Average Invested Assets or (ii) 2525.0% of Net Income (the “2%/25% Guidelines”) for that period of such four consecutive fiscal quarters unless the Independent Directors determine that such excess Excess Amount was justified, based on unusual and nonrecurring factors which that the Independent Directors deem sufficient. If the Independent Directors do not approve such excess Excess Amount as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to reimburse the CompanyCompany 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 then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Total Operating Expenses for the Expense Year exceed the 2%/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 stockholdersExchange Commission within 60 days of such quarter end), together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation 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, Advisor at the end of any fiscal quarter, quarter for any Total Operating Expenses to the extent that, that in the four consecutive fiscal quarters then ended (the “Expense Year”) the Operating Expenses exceed (the “Excess Amount”) the greater of (i) 22.0% of Average Invested Assets or (ii) 2525.0% of Net Income (the “2%/25% Guidelines”) for that such 12-month period of four consecutive quarters unless the Independent Directors determine that such excess Excess Amount was justified, based on unusual and nonrecurring factors which that the Independent Directors deem sufficient. If the Independent Directors do not approve such excess Excess Amount as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to reimburse the CompanyCompany 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 then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Total Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the 18 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 stockholdersExchange Commission within 60 days of such quarter end), together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation 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, Advisor at the end of any fiscal quarter, for any quarter Operating Expenses to the extent that, in the four consecutive fiscal quarters then ended (the “"Expense Year”") the 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 quarters unless the Independent Directors determine that such excess was justified, based on unusual and nonrecurring factors which the Independent Directors deem sufficientyear. If the Independent Directors do not approve such excess as being so justified, any Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If there is an Excess Amount in any Expense Year and the Independent Directors determine that such excess was justified, then within 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. Within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/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 stockholdersstockholders a written disclosure of such fact, together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such Such determination will shall be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.Board of

REIMBURSEMENT TO THE ADVISOR. The Company shall not reimburse the Advisor, Advisor at the end of any fiscal quarter, quarter for any Total Operating Expenses to the extent that, that in the four consecutive fiscal quarters then ended (the “Expense Year”) the Operating Expenses exceed (the “Excess Amount”) the greater of (i) 22.0% of Average Invested Assets or (ii) 2525.0% of Net Income (the “2%/25% Guidelines”) for that such 12-month period of four consecutive quarters unless the Independent Directors determine that such excess Excess Amount was justified, based on unusual and nonrecurring factors which that the Independent Directors deem sufficient. If the Independent Directors do not approve such excess Excess Amount as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to reimburse the CompanyCompany the amount by which the Total Operating Expenses exceeded the 2%/25% Guidelines. If the Independent Directors determine such excess was justified, then then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Total Operating Expenses for the Expense Year exceed the 2%/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 stockholdersExchange Commission within 60 days of such quarter end), together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation 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, Advisor at the end of any fiscal quarter, for any quarter Operating Expenses to the extent that, in the four consecutive fiscal quarters then ended (the “Expense Year”) the 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 quarters unless the Independent Directors determine that such excess was justified, based on unusual and nonrecurring factors which the Independent Directors deem sufficientyear. If the Independent Directors do not approve such excess as being so justified, any Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If there is an Excess Amount in any Expense Year and the Independent Directors determine that such excess was justified, then within 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. Within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/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 stockholdersstockholders a written disclosure of such fact, together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such Such determination will shall be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.Board of

REIMBURSEMENT TO THE ADVISOR. The Company shall not reimburse the Advisor, Advisor at the end of any fiscal quarter, quarter for any Operating Expenses to (including the extent Asset Management Fee) that, in the four consecutive fiscal quarters then ended (the “Expense Year”"EXPENSE YEAR") the Operating Expenses exceed (the “Excess Amount”"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 quarters unless the Independent Directors determine that such excess was justified, based on unusual and nonrecurring factors which the Independent Directors deem sufficientyear. If the Independent Directors do not approve such excess as being so justified, any Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If there is an Excess Amount in any Expense Year and the Independent Directors determine that such excess was justified, then within 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. Within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/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 stockholdersStockholders a written disclosure of such fact, together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. The Company will ensure that such Such determination will 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 the foregoing computation shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.