Common use of Annual Reconciliation Clause in Contracts

Annual Reconciliation. The calculation of the Management Compensation shall be subject to audit and reconciliation at the end of each fiscal year and upon any termination of this Agreement. If at any time the Advisor disagrees with such audit and reconciliation and the dispute cannot be resolved between the Independent Directors and the Advisor within 10 business days after the Advisor’s receipt of such audit and reconciliation provides written notice to the Company of the dispute (the “Reconciliation Notice”), then the matter shall be resolved by an independent auditor of recognized standing selected jointly by the Independent Directors and the Advisor within not more than 20 days after the Reconciliation Notice. In the event the Independent Directors and the Advisor cannot agree with respect to such selection within the aforesaid 20 day time-frame, the Independent Directors shall select one such independent auditor and the Advisor shall select one independent auditor within five business days after the expiration of the 20 day period, with one additional such auditor (the “Last Auditor”) to be selected by the auditors so designated within five business days after their selection, and these three auditors together shall determine the final amount of the amounts in question. Any decision made by the auditors shall be deemed final and binding upon the Board of Directors and the Advisor and shall be delivered to the Advisor and the Company within not more than 15 days after the selection of the Last Auditor. The expenses of the auditors shall be paid by the party with the estimate which deviated the furthest from the final valuation decision made by the auditors.

Annual Reconciliation. The calculation of the Base Management Compensation and the Incentive Management Compensation shall be subject to audit and reconciliation at the end of each fiscal year and upon any termination of this Agreement. If at any time the Advisor disagrees with such audit and reconciliation and the dispute cannot be resolved between the Independent Unaffiliated Directors and the Advisor within 10 business days after the Advisor’s 's receipt of such audit and reconciliation and provides written notice to the Company of the dispute (the “"Reconciliation Notice”"), then the matter shall be resolved by an independent auditor of recognized standing selected jointly by the Independent Unaffiliated Directors and the Advisor within not more than 20 days after the Reconciliation Notice. In the event the Independent Unaffiliated Directors and the Advisor cannot agree with respect to such selection within the aforesaid 20 day time-frame, the Independent Unaffiliated Directors shall select one such independent auditor and the Advisor shall each select one independent auditor within five business days after the expiration of the 20 day period, with one additional such auditor (the “"Last Auditor”") to be selected by the auditors so designated within five business days after their selection, and these three auditors together shall determine the final amount of the amounts in question. Any decision made by the auditors shall be deemed final and binding upon the Board of Directors and the Advisor and shall be delivered to the Advisor and the Company within not more than 15 days after the selection of the Last Auditor. The expenses of the auditors shall be paid by the party with the estimate which deviated the furthest from the final valuation decision made by the auditors.

Annual Reconciliation. The calculation of the Management Compensation shall be subject to audit and reconciliation at the end of each fiscal year and upon any termination of this Agreement. If at any time the Advisor disagrees with such audit and reconciliation and the dispute cannot be resolved between the Independent Unaffiliated Directors and the Advisor within 10 business days after the Advisor’s receipt of such audit and reconciliation and provides written notice to the Company of the dispute (the “Reconciliation Notice”), then the matter shall be resolved by an independent auditor of recognized standing selected jointly by the Independent Unaffiliated Directors and the Advisor within not more than 20 days after the Reconciliation Notice. In the event the Independent Unaffiliated Directors and the Advisor cannot agree with respect to such selection within the aforesaid 20 day time-frame, the Independent Unaffiliated Directors shall select one such independent auditor and the Advisor shall each select one independent auditor within five business days after the expiration of the 20 day period, with one additional such auditor (the “Last Auditor”) to be selected by the auditors so designated within five business days after their selection, and these three auditors together shall determine the final amount of the amounts in question. Any decision made by the auditors shall be deemed final and binding upon the Board of Directors and the Advisor and shall be delivered to the Advisor and the Company within not more than 15 days after the selection of the Last Auditor. The expenses of the auditors shall be paid by the party with the estimate which deviated the furthest from the final valuation decision made by the auditors.

Annual Reconciliation. The calculation of the Base Management Compensation and the Incentive Management Compensation shall be subject to audit and reconciliation at the end of each fiscal year and upon any termination of this Agreement. If at any time the Advisor disagrees Manager shall disagree with such audit and reconciliation and the dispute cannot be resolved between the Independent Unaffiliated Directors and the Advisor Manager within 10 ten (10) business days after the AdvisorManager’s receipt of such audit and reconciliation and provides written notice to the Company of the dispute that belief (the “Reconciliation Notice”), then the matter shall be resolved by an independent auditor of recognized standing selected jointly by the Independent Unaffiliated Directors and the Advisor Manager within not more than 20 twenty (20) days after the Reconciliation Notice. In the event the Independent Unaffiliated Directors and the Advisor Manager cannot agree with respect to such selection within the aforesaid 20 twenty (20) day time-frame, the Independent Unaffiliated Directors shall select one such independent auditor and the Advisor Manager shall each select one independent auditor within five (5) business days after the expiration of the 20 twenty (20) day period, with one additional such auditor (the “Last Auditor”) to be selected by the auditors so designated within five (5) business days after their selection, and these three auditors together shall determine the final amount of the amounts in question. Any decision made by the auditors shall be deemed final and binding upon the Board of Directors and the Advisor Manager and shall be delivered to the Advisor Manager and the Company within not more than 15 fifteen (15) days after the selection of the Last Auditor. The expenses of the auditors shall be paid by the party with the estimate which deviated the furthest from the final valuation decision made by the auditors.