Common use of Fees Payable to CAM and its Affiliates Clause in Contracts

Fees Payable to CAM and its Affiliates. As a condition and inducement to the willingness of NewCo REIT, W. P. Xxxxx and Merger Sub to enter into this Agreement and to consummate the transactions contemplated hereby, each of CPA15, CAM and Foreign Subsidiary agree that, concurrently with and conditioned on the closing of the transactions contemplated by this Agreement, the amended and restated advisory agreement dated as of October 1, 2009, between CPA15 and CAM (the “CPA15 Advisory Agreement”) and the Asset Management Agreement, dated as of July 1, 2008, between CPA15 and Foreign Subsidiary (the “Asset Management Agreement, ” and together with the CPA15 Advisory Agreement, the “CPA15 Advisory Agreements”), shall automatically terminate without any action by any of the parties thereto and, in connection with such termination and the Merger CAM and Foreign Subsidiary each hereby waives its right to receive (i) a Termination Fee (as such term is defined in the CPA15 Advisory Agreements) and (ii) a Subordinated Disposition Fee (as such term is defined in the CPA15 Advisory Agreements). Notwithstanding anything to the contrary set forth herein or in the CPA15 Advisory Agreements, CPA15, CAM and Foreign Subsidiary each agrees that CAM and Foreign Subsidiary shall continue to be entitled to receive any and all fees accrued pursuant to the CPA15 Advisory Agreements prior to the closing of the transactions contemplated by this Agreement that are not expressly waived pursuant to the preceding sentence of this Section 4.3.

Fees Payable to CAM and its Affiliates. As a condition and inducement to the willingness of NewCo REIT, W. P. Xxxxx CPA16 and Merger Sub to enter into this Agreement and to consummate the transactions contemplated hereby, each of CPA15CPA14, CAM and Foreign Subsidiary W. P. Xxxxx B.V. agree that, concurrently with and conditioned on the closing of the transactions contemplated by this Agreement, the amended and restated advisory agreement dated as of October 1, 2009, between CPA15 and CAM (the “CPA15 CPA14 Advisory Agreement”) Agreement and the Asset Management Agreement, dated as of July 1September 2, 2008, between CPA15 CPA14 and Foreign Subsidiary W. P. Xxxxx B.V. (the “Asset Management Agreement, ,” and together with the CPA15 CPA14 Advisory Agreement, the “CPA15 CPA14 Advisory Agreements”), shall automatically terminate without any action by any of the parties thereto and, as a result of such termination and in connection with such termination and the Merger Merger, CPA14, CAM and Foreign Subsidiary each hereby waives its right W. P. Xxxxx B.V. agree that CPA14 shall pay to receive CAM (i) a Termination Fee (as such term is defined in the CPA15 CPA14 Advisory Agreements) and in the amount of $31,237,704 (the “Termination Fee”), (ii) a Subordinated Disposition Fee (as such term is defined in the CPA15 CPA14 Advisory Agreements) in the amount of $15,200,000 (the “Subordinated Disposition Fee”), and (iii) $6,069,823 in fees that have accrued but have not been paid under the CPA14 Advisory Agreements (the fee specified in this clause (iii), together with the Termination Fee and the Subordinated Disposition Fee, the “CAM Fees”). Notwithstanding anything to the contrary set forth herein or in the CPA15 CPA14 Advisory Agreements, CPA15other than the CAM Fees, CAM and Foreign Subsidiary W. P. Xxxxx B.V. each agrees that CAM and Foreign Subsidiary neither it nor any of their respective Affiliates shall continue to receive or be entitled to receive any and all fees accrued pursuant to other fees, costs, expenses or other payments under the CPA15 CPA14 Advisory Agreements prior to the closing of the transactions contemplated by this Agreement that are not expressly waived pursuant to the preceding sentence of this Section 4.3Agreements.