Common use of OFFERING AND SALE OF THE SHARES Clause in Contracts

OFFERING AND SALE OF THE SHARES. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Participating Broker-Dealers (as defined in Section 3(a)) to solicit subscriptions for the Shares at the subscription price to be paid in cash. Upon the terms and subject to the conditions set forth in this Agreement, the Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Shares in such quantities and to such persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. The Dealer Manager shall do so during the period commencing on the date of this Agreement and ending on the earliest to occur of the following: (1) the acceptance by the Company of subscriptions for the amount offered in the Offering; (2) the termination of this Agreement; and (3) the liquidation or dissolution of the Company. The number of Shares, if any, to be reserved for sale by each Participating Broker-Dealer may be determined by mutual agreement, from time to time, by the Dealer Manager and the Company. In the absence of such determination, the Company shall, subject to the provisions of Section 3(b), accept subscriptions based upon a first-come, first accepted reservation or other similar method. Under no circumstances will the Dealer Manager be obligated to underwrite or purchase any Shares for its own account and, in soliciting purchases of Shares, the Dealer Manager shall act solely as the Company’s agent and not as an underwriter or principal.

OFFERING AND SALE OF THE SHARES. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Participating Broker-Dealers (as defined in Section 3(a)) to solicit subscriptions for the Shares at the subscription price to be paid in cash. Upon the terms and subject to the conditions set forth in this Agreement, the Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Shares in such quantities and to such persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. The Dealer Manager shall do so during the period commencing on the date of this Agreement initial Effective Date and ending on the earliest to occur of the following: (1) the later of (x) [ , 2022] [and (y) at the Company’s election, [ , 2023]]; (2) the acceptance by the Company of subscriptions for the amount offered in the Primary Offering for which this section includes any DRP shares reallocated to the Primary Offering; (23) the termination of this Agreementthe Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time; (4) the termination of the effectiveness of the Registration Statement; and (35) the liquidation or dissolution of the CompanyCompany (such period being the “Offering Period”). The number of Shares, if any, to be reserved for sale by each Participating Broker-Dealer may be determined by mutual agreement, from time to time, by the Dealer Manager and the Company. In the absence of such determination, the Company shall, subject to the provisions of Section 3(b), accept subscriptions based upon a first-come, first accepted reservation or other similar method. Under no circumstances will the Dealer Manager be obligated to underwrite or purchase any Shares for its own account and, in soliciting purchases of Shares, the Dealer Manager shall act solely as the Company’s agent and not as an underwriter or principal.

OFFERING AND SALE OF THE SHARES. Upon Subject to the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Participating Broker-Soliciting Dealers (as defined described in Section 3(a)) hereof) to solicit subscriptions for the Shares at the subscription price to be paid in cash. Upon the terms and subject to the conditions set forth in this Agreement, the The Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Shares in such quantities and to such persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. The Dealer Manager shall do so during the period commencing on the date of this Agreement Effective Date and ending on the earliest to occur of the following: (1i) the later of (x) two years after the initial effective date of the Registration Statement, or (y) at the Company’s election, the date on which the Company is permitted to extend the Offering in accordance with the rules of the Commission; (ii) the acceptance by the Company of subscriptions for the amount offered $2,200,000,000 Shares, including up to $200,000,000 of such Shares available to investors who participate in the OfferingDRP; (2iii) the termination of the Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time, provided that if the Company commences a public offering pursuant to the Registration Statement or another registration statement filed pursuant to the Securities Act within nine months from the date of the termination of the Offering, the Dealer Manager’s retention pursuant to this AgreementAgreement shall be reinstated; and (3iv) the termination of the effectiveness of the Registration Statement, provided that if the Company commences a public offering pursuant to the Registration Statement or another registration statement filed pursuant to the Securities Act within nine months from the date of the termination of the Offering, the Dealer Manager’s retention pursuant to this Agreement shall be reinstated; or (v) the liquidation or dissolution of the CompanyCompany (such period being the “Offering Period”). The number of Shares, if any, to be reserved for sale by each Participating Broker-Soliciting Dealer may be determined decided by the mutual agreement, from time to time, by of the Dealer Manager and the Company. In the absence of such determinationmutual agreement, the Company shall, subject to the provisions of Section 3(b)) hereof, accept subscriptions Subscription Agreements based upon a first-come, first accepted reservation or other similar method. Under no circumstances will the Dealer Manager be obligated to underwrite or purchase any Shares for its own account and, in soliciting purchases of Shares, the Dealer Manager shall act solely as the Company’s agent and not as an underwriter or principal.

OFFERING AND SALE OF THE SHARES. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Participating Broker-Soliciting Dealers (as defined in Section 3(a)) to solicit subscriptions for the Shares at the subscription price to be paid in cashcash (or the exchange of debt securities, as contemplated by the Prospectus). Upon the terms and subject to the conditions set forth in this Agreement, the Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Shares in such quantities and to such persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. The Dealer Manager shall do so during the period commencing on the date of this Agreement initial Effective Date and ending on the earliest to occur of the following: (1) the acceptance by the Company of subscriptions for the amount offered in the Offering; (2) the termination of this Agreementthe Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time; (3) the termination of the effectiveness of the Registration Statement, which is three years from the initial Effective Date; and (34) the liquidation or dissolution of the CompanyCompany (such period being the “Offering Period”). The number of Shares, if any, to be reserved for sale by each Participating Broker-Soliciting Dealer may be determined by mutual agreement, from time to time, by the Dealer Manager and the Company. In the absence of such determination, the Company shall, subject to the provisions of Section 3(b), accept subscriptions based upon a first-come, first accepted reservation or other similar methodmethod (subject, however, to the right of the Company to reject subscriptions as described in the Prospectus and paragraph (c) below). Under no circumstances will the Dealer Manager be obligated to underwrite or purchase any Shares for its own account and, in soliciting purchases of Shares, the Dealer Manager shall act solely as the Company’s agent and not as an underwriter or principal.