Common use of Changes to Fee Structure Clause in Contracts

Changes to Fee Structure. In the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a entity with a perpetual life. A majority of the Independent Directors must approve the new fee structure negotiated with the Advisor. In negotiating a new fee structure, the Independent Directors shall consider all of the factors they deem relevant, including but not limited to: (a) the size of the Advisory Fee in relation to the size, composition and profitability of the Company's portfolio; (b) the success of the Advisor in generating opportunities that meet the investment objectives of the Company; (c) the rates charged to other REITs and to investors other than REITs by Advisors performing similar services; (d) additional revenues realized by the Advisor and its Affiliates through their relationship with the Company, including loan administration, underwriting or broker commissions, servicing, engineering, inspection and other fees, whether paid by the Company or by others with whom the Company does business; (e) the quality and extent of service and advice furnished by the Advisor; (f) the performance of the investment portfolio of the Company, including income, conversion or appreciation of capital, frequency of problem investments and competence in dealing with distress situations; and (g) the quality of the portfolio of the Company in relationship to the investments generated by the Advisor for its own account. The new fee structure can be no more favorable to the Advisor than the current fee structure.

Changes to Fee Structure. In the event of a listing of the Shares are listed Common Stock on a national securities exchange or are included for quotation on Nasdaqexchange, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a entity with a perpetual lifeperpetual-life entity. A majority of the Independent Directors must approve the new fee structure negotiated with the Advisor. In negotiating a new fee structure, the Independent Directors shall consider all of the factors they deem relevant, including including, but not limited to: : (a) the size amount of the Advisory Fee advisory fee in relation to the sizeasset value, composition and profitability of the Company's ’s portfolio; (b) the success of the Advisor in generating opportunities that meet the investment objectives of the Company; (c) the rates charged to other REITs and to investors other than REITs by Advisors advisors performing the same or similar services; (d) additional revenues realized by the Advisor and its Affiliates through their relationship with the Company, including loan administration, underwriting or broker commissions, servicing, engineering, inspection and other fees, whether paid by the Company REIT or by others with whom the Company REIT does business; (e) the quality and extent of service and advice furnished by the Advisor; (f) the performance of the investment portfolio of the CompanyREIT, including income, conversion or appreciation of capital, and number and frequency of problem investments and competence in dealing with distress situationsinvestments; and (g) the quality of the Property portfolio of the Company in relationship to the investments generated by the Advisor for its own account. The new fee structure can be no more favorable to the Advisor than the current fee structure.

Changes to Fee Structure. In the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a an entity with a perpetual life. A majority of the Independent Directors must approve the new fee structure negotiated with the Advisor. In negotiating a new fee structure, the Independent Directors shall may consider all any of the factors they deem relevant, including but not limited to: (a) the size of the Advisory Fee in relation to the size, composition and profitability of the Company's portfolio; (b) the success of the Advisor in generating opportunities that meet the investment objectives of the Company; (c) the rates charged to other REITs and to investors other than REITs by Advisors performing similar services; (d) additional revenues realized by the Advisor and its Affiliates through their relationship with the Company, including loan administration, underwriting or broker commissions, servicing, engineering, inspection and other fees, whether paid by the Company or by others with whom the Company does business; (e) the quality and extent of service and advice furnished by the Advisor; (f) the performance of the investment portfolio of the Company, including income, conversion or appreciation of capital, frequency of problem investments and competence in dealing with distress situations; and (g) the quality of the portfolio of the Company in relationship to the investments generated by the Advisor for its own account. The new fee structure can be no more favorable to the Advisor than the current fee structure.

Changes to Fee Structure. In the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaqthe NASDAQ, the Company CWI and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a an entity with a perpetual life. A majority of the Independent Directors must approve the new fee structure negotiated with the Advisor. In negotiating a new fee structure, the Independent Directors shall may consider all any of the factors they deem relevant, including but not limited to: (a) the size of the Advisory Fee advisory fee in relation to the size, composition and profitability of the Company's CWI’s portfolio; (b) the success of the Advisor in generating opportunities that meet the investment objectives of the CompanyCWI; (c) the rates charged to other REITs and to investors other than REITs by Advisors advisors performing similar services; (d) additional revenues realized by the Advisor and its Affiliates through their relationship with the CompanyCWI, including loan administration, underwriting or broker commissions, servicing, engineering, inspection and other fees, whether paid by the Company CWI or by others with whom the Company CWI does business; (e) the quality and extent of service and advice furnished by the Advisor; (f) the performance of the investment portfolio of the CompanyCWI, including income, conversion conservation or appreciation of capital, frequency of problem investments and competence in dealing with distress situations; and (g) the quality of the portfolio of the Company CWI in relationship to the investments generated by the Advisor for its own accountthe account of other clients. The Independent Directors shall not approve any new fee structure can be no that is in their judgment more favorable (taken as a whole) to the Advisor than the current fee structure.

Changes to Fee Structure. In the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a an entity with a perpetual life. A majority of the Independent Directors must approve the new fee structure negotiated with the Advisor. In negotiating a new fee structure, the Independent Directors shall may consider all any of the factors they deem relevant, including but not limited to: (a) the size of the Advisory Fee in relation to the size, composition and profitability of the Company's ’s portfolio; (b) the success of the Advisor in generating opportunities that meet the investment objectives of the Company; (c) the rates charged to other REITs and to investors other than REITs by Advisors performing similar services; (d) additional revenues realized by the Advisor and its Affiliates through their relationship with the Company, including loan administration, underwriting or broker commissions, servicing, engineering, inspection and other fees, whether paid by the Company or by others with whom the Company does business; (e) the quality and extent of service and advice furnished by the Advisor; (f) the performance of the investment portfolio of the Company, including income, conversion or appreciation of capital, frequency of problem investments and competence in dealing with distress situations; and (g) the quality of the portfolio of the Company in relationship to the investments generated by the Advisor for its own account. The new fee structure can be no more favorable to the Advisor than the current fee structure. The Independent Directors shall not approve any new fee structure that is in their judgment more favorable (taken as a whole) to the Advisor than the current fee structure.

Changes to Fee Structure. In the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a an entity with a perpetual life. A majority of the Independent Directors must approve the new fee structure negotiated with the Advisor. In negotiating a new fee structure, the Independent Directors shall may consider all any of the factors they deem relevant, including but not limited to: (a) the size of the Advisory Fee in relation to the size, composition and profitability of the Company's portfolio; (b) the success of the Advisor in generating opportunities that meet the investment objectives of the Company; (c) the rates charged to other REITs and to investors other than REITs by Advisors performing similar services; (d) additional revenues realized by the Advisor and its Affiliates through their relationship with the Company, including loan administration, underwriting or broker commissions, servicing, engineering, inspection and other fees, whether paid by the Company or by others with whom the Company does business; (e) the quality and extent of service and advice furnished by the Advisor; (f) the performance of the investment portfolio of the Company, including income, conversion or appreciation of capital, frequency of problem investments and competence in dealing with distress situations; and (g) the quality of the portfolio of the Company in relationship to the investments generated by the Advisor for its own account. The new fee structure can be no more favorable to the Advisor than the current fee structure. The Independent Directors shall not approve any new fee structure that is in their judgment more favorable (taken as a whole) to the Advisor than the current fee structure.

Changes to Fee Structure. In the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a entity with a perpetual life. A majority of the Independent Directors must approve the new fee structure negotiated with the Advisor. In negotiating a new fee structure, the Independent Directors shall consider all of the factors they deem relevant, including but not limited to: (a) the size of the Advisory Fee advisory fee in relation to the size, composition and profitability of the Company's portfolio; (b) the success of the Advisor in generating opportunities that meet the investment objectives of the Company; (c) the rates charged to other REITs and to investors other than REITs by Advisors performing similar services; (d) additional revenues realized by the Advisor and its Affiliates through their relationship with the Company, including loan administration, underwriting or broker commissions, servicing, engineering, inspection and other fees, whether paid by the Company or by others with whom the Company does business; (e) the quality and extent of service and advice furnished by the Advisor; (f) the performance of the investment portfolio of the Company, including income, conversion or appreciation of capital, frequency of problem investments and competence in dealing with distress situations; and (g) the quality of the portfolio of the Company in relationship to the investments generated by the Advisor for its own account. The new fee structure can be no more favorable to the Advisor than the current fee structure.

Changes to Fee Structure. In the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a an entity with a perpetual life. A majority of the Independent Directors must approve the new fee structure negotiated with the Advisor. In negotiating a new fee structure, the Independent Directors shall may consider all any of the factors they deem relevant, including but not limited to: : (a) the size of the Advisory Fee in relation to the size, composition and profitability of the Company's ’s portfolio; (b) the success of the Advisor in generating opportunities that meet the investment objectives of the Company; (c) the rates charged to other REITs and to investors other than REITs by Advisors performing similar services; (d) additional revenues realized by the Advisor and its Affiliates through their relationship with the Company, including loan administration, underwriting or broker commissions, servicing, engineering, inspection and other fees, whether paid by the Company or by others with whom the Company does business; (e) the quality and extent of service and advice furnished by the Advisor; (f) the performance of the investment portfolio of the Company, including income, conversion or appreciation of capital, frequency of problem investments and competence in dealing with distress situations; and (g) the quality of the portfolio of the Company in relationship to the investments generated by the Advisor for its own account. The new fee structure can be no more favorable to the Advisor than the current fee structure. The Independent Directors shall not approve any new fee structure that is in their judgment more favorable (taken as a whole) to the Advisor than the current fee structure.

Changes to Fee Structure. In the event the Shares are listed on a national securities exchange or are included for quotation on NasdaqNASDAQ, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a entity with a perpetual life. A majority of the Independent Directors must approve the new fee structure negotiated with the Advisor. In negotiating a new fee structure, the Independent Directors shall consider all of the factors they deem relevant, including but not limited to: (a) the size of the Advisory Fee advisory fee in relation to the size, composition and profitability of the Company's portfolio; (b) the success of the Advisor in generating opportunities that meet the investment objectives of the Company; (c) the rates charged to other REITs and to investors other than REITs by Advisors performing similar services; (d) additional revenues realized by the Advisor and its Affiliates through their relationship with the Company, including loan administration, underwriting or broker commissions, servicing, engineering, inspection and other fees, whether paid by the Company or by others with whom the Company does business; (e) the quality and extent of service and advice furnished by the Advisor; (f) the performance of the investment portfolio of the Company, including income, conversion or appreciation of capital, frequency of problem investments and competence in dealing with distress situations; and (g) the quality of the portfolio of the Company in relationship to the investments generated by the Advisor for its own account. The new fee structure can be no more favorable to the Advisor than the current fee structure.

Changes to Fee Structure. In the event of listing of the Shares are listed Common Stock on a national securities exchange or are included for quotation on Nasdaqexchange, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a entity with a perpetual lifeperpetual-life entity. A majority of the Independent Directors must approve the new fee structure negotiated with the Advisor. In negotiating a new fee structure, the Independent Directors shall consider all of the factors they deem relevant, including including, but not limited to: : (a) the size amount of the Advisory Fee advisory fee in relation to the sizeasset value, composition and profitability of the Company's ’s portfolio; (b) the success of the Advisor in generating opportunities that meet the investment objectives of the Company; (c) the rates charged to other REITs and to investors other than REITs by Advisors advisors performing the same or similar services; (d) additional revenues realized by the Advisor and its Affiliates through their relationship with the Company, including loan administration, underwriting or broker commissions, servicing, engineering, inspection and other fees, whether paid by the Company REIT or by others with whom the Company REIT does business; (e) the quality and extent of service and advice furnished by the Advisor; (f) the performance of the investment portfolio of the CompanyREIT, including income, conversion or appreciation of capital, and number and frequency of problem investments and competence in dealing with distress situationsinvestments; and (g) the quality of the Property portfolio of the Company in relationship to the investments generated by the Advisor for its own account. The new fee structure can be no more favorable to the Advisor than the current fee structure.

Changes to Fee Structure. In the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaqof Listing, the Company Xxxxx REIT and the Asset Advisor shall negotiate in good faith to establish a fee structure appropriate for a entity with a perpetual lifeperpetual-life entity. A majority of the Independent Directors must approve the new fee structure negotiated with the Asset Advisor. In negotiating a new fee structure, the Independent Directors shall consider all of the factors they deem relevant, including including, but not limited to: : (ai) the size amount of the Advisory Fee advisory fee in relation to the sizeasset value, composition and profitability of the Company's portfolioProperties; (bii) the success of the Asset Advisor in generating opportunities that meet the investment objectives of the CompanyXxxxx REIT; (ciii) the rates charged to other REITs and to investors other than REITs by Advisors advisors performing the same or similar services; (div) additional revenues realized by the Asset Advisor and its Affiliates through their relationship with the CompanyXxxxx REIT, including loan administration, underwriting or broker commissions, servicing, engineering, inspection and other fees, whether paid by the Company Xxxxx REIT or by others with whom the Company Xxxxx REIT does business; (ev) the quality and extent of service and advice furnished by the Asset Advisor; (fvi) the performance of the investment portfolio of the CompanyProperties, including income, conversion or appreciation of capital, and number and frequency of problem investments and competence in dealing with distress situationsinvestments; and (gvii) the quality of the portfolio of the Company Properties in relationship to the investments generated by the Asset Advisor for its own account. The new fee structure can be no more favorable to the Asset Advisor than the current fee structure.

Changes to Fee Structure. In the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaqof Listing, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a entity with a perpetual lifeperpetual-life entity. A majority of the Independent Directors must approve the new fee structure negotiated with the Advisor. In negotiating a new fee structure, the Independent Directors shall consider all of the factors they deem relevant, including including, but not limited to: : (ai) the size amount of the Advisory Fee advisory compensation in relation to the sizeasset value, composition and profitability of the Company's ’s portfolio; (bii) the success of the Advisor or any entity to which it assigns or subcontracts its responsibilities hereunder in generating opportunities that meet the investment objectives of the Company; (ciii) the rates charged to other REITs and to investors other than REITs by Advisors advisors performing the same or similar services; (div) additional revenues realized by the Advisor and its Affiliates through their relationship with the Company, including loan administration, underwriting or broker commissions, servicing, engineering, inspection and other fees, whether paid by the Company or by others with whom the Company does business; (ev) the quality and extent of service and advice furnished by the Advisor; (fvi) the performance of the investment portfolio of the Company, including income, conversion or appreciation of capital, and number and frequency of problem investments and competence in dealing with distress situationsinvestments; and (gvii) the quality of the Property, Mortgage Loan and other Permitted Investment portfolio of the Company in relationship to the investments generated by the Advisor for its own account. The new fee structure can be no more favorable to the Advisor than the current fee structure.

Changes to Fee Structure. In the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq, the Company CWI and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a an entity with a perpetual life. A majority of the Independent Directors must approve the new fee structure negotiated with the Advisor. In negotiating a new fee structure, the Independent Directors shall may consider all any of the factors they deem relevant, including but not limited to: (a) the size of the Advisory Fee in relation to the size, composition and profitability of the Company's CWI’s portfolio; (b) the success of the Advisor in generating opportunities that meet the investment objectives of the CompanyCWI; (c) the rates charged to other REITs and to investors other than REITs by Advisors performing similar services; (d) additional revenues realized by the Advisor and its Affiliates through their relationship with the CompanyCWI, including loan administration, underwriting or broker commissions, servicing, engineering, inspection and other fees, whether paid by the Company CWI or by others with whom the Company CWI does business; (e) the quality and extent of service and advice furnished by the Advisor; (f) the performance of the investment portfolio of the CompanyCWI, including income, conversion conservation or appreciation of capital, frequency of problem investments and competence in dealing with distress situations; and (g) the quality of the portfolio of the Company CWI in relationship to the investments generated by the Advisor for its own accountthe account of other clients. The Independent Directors shall not approve any new fee structure can be no that is in their judgment more favorable (taken as a whole) to the Advisor than the current fee structure.