Common use of Incentive Fee Clause in Contracts

Incentive Fee. (a) The Incentive Fee shall be payable in arrears, in quarterly installments commencing with the quarter in which this Agreement is executed. The Manager shall compute each quarterly installment of the Incentive Fee within 45 days after the end of the fiscal quarter with respect to which such installment is payable. A copy of the computations made by the Manager to calculate such installment shall thereafter promptly be delivered to the Board of Directors and, upon such delivery, payment of such installment of the Incentive Fee shown therein shall, subject in any event to Section 13(a) of this Agreement, be due and payable no later than the date which is five Business Days after the date of delivery to the Board of Directors of such computations. (b) Each installment of the Incentive Fee shall be payable as follows: (i) one hundred percent (100%) of the Incentive Fee will be payable in shares of Common Stock; provided, however, the percentage of the Incentive Fee payable in shares of Common Stock is subject to the following: (1) the ownership of such shares by the Manager does not violate the limit on ownership of Common Stock set forth in the Company’s Governing Instruments, after giving effect to any waiver from such limit that the Board of Directors may grant to the Manager or its Affiliates in the future and (2) the Company’s issuance of such shares to the Manager complies with all applicable restrictions under U.S. federal securities laws and the rules of the NYSE; and (ii) the remaining portion of the Incentive Fee that is not payable in shares of Common Stock pursuant to Section 9(b)(i), if any, will be payable in cash. (c) The number of shares of Common Stock payable as the Incentive Fee to be issued to the Manager will be equal to the dollar amount of the portion of the quarterly installment of the Incentive Fee payable in shares of Common Stock divided by a value determined as follows: (i) if the Common Stock is traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the Common Stock on such exchange on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; (ii) if the Common Stock is not traded on a securities exchange but is actively traded over-the-counter, the value shall be deemed to be the average of the closing bids or sales prices, as applicable, on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; and (iii) if the Common Stock is neither traded on a securities exchange nor actively traded over-the-counter, the value shall be the fair market value thereof, as reasonably determined in good faith by the Board of Directors (including a majority of the Independent Directors) of the Company. (d) If at any time the Manager shall, in connection with a determination of the value of the Common Stock made by the Board of Directors pursuant to Section 9(c)(iii) hereof, (i) dispute such determination in good faith by more than five percent (5%), and (ii) such dispute cannot be resolved between the Independent Directors and the Manager within 10 Business Days after the Manager provides written notice to the Company of such dispute (the “Valuation Notice”), then the matter shall be resolved by an independent appraiser of recognized standing selected jointly by the Independent Directors and the Manager within not more than 20 days after the Valuation Notice. In the event the Independent Directors and the Manager cannot agree with respect to such selection within the aforesaid 20 day time-frame, the Independent Directors shall select one such independent appraiser and the Manager shall select one independent appraiser within five Business Days after the expiration of the 20 day period, with one additional such appraiser (the “Last Appraiser”) to be selected by the appraisers so designated within five Business Days after their selection. Any valuation decision made by the Last Appraiser shall be deemed final and binding upon the Board of Directors and the Manager and shall be delivered to the Manager and the Board of Directors within not more than 15 days after the selection of the Last Appraiser. The expenses of the appraisal shall be paid by the party with the estimate which deviated the furthest from the final valuation decision made by the independent appraisers.

Incentive Fee. (a) The Incentive Fee shall be payable in arrearsconsist of two parts, in quarterly installments commencing with the quarter in which this Agreement is executed. The Manager shall compute each quarterly installment of the Incentive Fee within 45 days after the end of the fiscal quarter with respect to which such installment is payable. A copy of the computations made by the Manager to calculate such installment shall thereafter promptly be delivered to the Board of Directors and, upon such delivery, payment of such installment of the Incentive Fee shown therein shall, subject in any event to Section 13(a) of this Agreement, be due and payable no later than the date which is five Business Days after the date of delivery to the Board of Directors of such computations. (b) Each installment of the Incentive Fee shall be payable as follows: (i) one hundred percent (100%) of The first part, referred to as the “Subordinated Incentive Fee will on Income,” shall be calculated and payable quarterly in shares of Common Stock; provided, however, the percentage of the Incentive Fee payable in shares of Common Stock is subject to the following: (1) the ownership of such shares by the Manager does not violate the limit arrears based on ownership of Common Stock set forth in the Company’s Governing Instruments, after giving effect to any waiver from such limit that Pre-Incentive Fee Net Investment Income (as defined in this Section 3(b)) for the Board of Directors may grant to the Manager or its Affiliates in the future and (2) the Company’s issuance of such shares to the Manager complies with all applicable restrictions under U.S. federal securities laws and the rules immediately preceding quarter. The payment of the NYSE; and Subordinated Incentive Fee on Income shall be subject to payment of a preferred return to investors each quarter, expressed as a quarterly rate of return on Adjusted Capital (iias defined in this Section 3(b)) at the remaining portion beginning of the most recently completed calendar quarter, of 1.6875% (6.75% annualized), subject to a “catch up” feature (as described below). The calculation of the Subordinated Incentive Fee that on Income for each quarter is not payable in shares of Common Stock pursuant to Section 9(b)(i), if any, will be payable in cash. (c) The number of shares of Common Stock payable as the Incentive Fee to be issued to the Manager will be equal to the dollar amount of the portion of the quarterly installment of the Incentive Fee payable in shares of Common Stock divided by a value determined as follows: (iA) The Subordinated Incentive Fee on Income shall not be payable to the Adviser in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the preferred return rate of 1.6875%, or 6.75% annualized (the “Preferred Return”), on Adjusted Capital; (B) 100% of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds the Common Stock preferred return but is traded less than or equal to 1.9853% in any calendar quarter (7.94% annualized) shall be payable to the Adviser. This portion of the company’s Subordinated Incentive Fee on a securities exchangeIncome is referred to as the “catch up” and is intended to provide the Adviser with an incentive fee of 15.0% on all of the Company’s Pre-Incentive Fee Net Investment Income when the Company’s Pre-Incentive Fee Net Investment Income reaches 1.9853% (7.94% annualized) in any calendar quarter; and (C) For any quarter in which the Company’s Pre-Incentive Fee Net Investment Income exceeds 1.9853%, or 7.94% annualized, the value Subordinated Incentive Fee on Income shall be deemed to be the average equal 15.0% of the closing prices amount of the Common Stock on such exchange on the five Business Days prior to the date on which the quarterly installment of the Company’s Pre-Incentive Fee is paidNet Investment Income, as the Preferred Return and catch-up will have been achieved; (ii) if The second part of the Common Stock is not traded incentive fee, referred to as the “Incentive Fee on a securities exchange but is actively traded over-the-counter, the value Capital Gains During Operations,” shall be deemed to be an incentive fee on capital gains earned on liquidated investments from the average of the closing bids or sales prices, as applicable, on the five Business Days portfolio during operations prior to the date on which the quarterly installment liquidation of the Incentive Fee is paid; andCompany and shall be determined and payable in arrears as of the end of each calendar year (or upon termination of the investment advisory agreement). This fee shall equal 15.0% of the Company’s incentive fee capital gains, which shall equal the Company’s realized capital gains on a cumulative basis from inception, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. (iii) if the Common Stock is neither traded on a securities exchange nor actively traded over-the-counter, the value shall be the fair market value thereof, as reasonably determined in good faith by the Board For purposes of Directors (including a majority of the Independent Directors) of the Company. (d) If at any time the Manager shall, in connection with a determination of the value of the Common Stock made by the Board of Directors pursuant to this Section 9(c)(iii) hereof, (i) dispute such determination in good faith by more than five percent (5%), and (ii) such dispute cannot be resolved between the Independent Directors and the Manager within 10 Business Days after the Manager provides written notice to the Company of such dispute (the “Valuation Notice”), then the matter shall be resolved by an independent appraiser of recognized standing selected jointly by the Independent Directors and the Manager within not more than 20 days after the Valuation Notice. In the event the Independent Directors and the Manager cannot agree with respect to such selection within the aforesaid 20 day time-frame, the Independent Directors shall select one such independent appraiser and the Manager shall select one independent appraiser within five Business Days after the expiration of the 20 day period, with one additional such appraiser (the “Last Appraiser”) to be selected by the appraisers so designated within five Business Days after their selection. Any valuation decision made by the Last Appraiser shall be deemed final and binding upon the Board of Directors and the Manager and shall be delivered to the Manager and the Board of Directors within not more than 15 days after the selection of the Last Appraiser. The expenses of the appraisal shall be paid by the party with the estimate which deviated the furthest from the final valuation decision made by the independent appraisers.3(b):

Incentive Fee. In addition to the Management Fee, starting in the first full calendar quarter following [·], 2018, the Manager shall be paid quarterly an incentive fee in arrears in cash (the “Incentive Fee”) in an amount, which shall not be less than zero, equal to the difference between: (a) The the product of (i) twenty percent (20%) and (ii) the difference between (A) the Core Earnings for the most recent twelve (12) month period (or such lesser number of completed calendar quarters, if applicable), including the calendar quarter (or part thereof) for which the calculation of the Incentive Fee is being made, and (B) the product of (1) the Equity in the most recent twelve (12) month period (or such lesser number of completed calendar quarters, if applicable), including the calendar quarter (or part thereof) for which the calculation of the Incentive Fee is being made, and (2) seven percent (7%) per year, and (b) the sum of any Incentive Fees paid to the Manager with respect to the first three calendar quarters of the most recent twelve (12) month period (or such lesser number of completed calendar quarters preceding the applicable period, if applicable); provided, however, that no Incentive Fee shall be payable to the Manager with respect to any calendar quarter unless Core Earnings for the twelve (12) most recently completed calendar quarters (or such lesser number of completed calendar quarters from the IPO Closing Date) in arrearsthe aggregate is greater than zero. Shares of beneficial interest of the Company that are entitled to a specific periodic distribution or have other debt characteristics shall not constitute shares of beneficial interest of the Company in clause (i)(B) of the definition of “Equity” for purposes of calculating any Incentive Fee and instead the aggregate distribution amount that accrues in respect of such shares during the applicable period for such calculation shall be subtracted from Core Earnings for purposes of the calculation of the Incentive Fee, in quarterly installments commencing with to the quarter in which this Agreement extent such distribution is executednot already otherwise excluded from Core Earnings. The Manager shall compute each quarterly installment of the Incentive Fee and deliver a copy thereof to the Board within 45 thirty (30) days after following the end of the fiscal quarter with respect to which such installment is payableeach quarter. A copy of the computations made by the Manager to calculate such installment shall thereafter promptly be delivered to the Board of Directors and, upon such delivery, payment of such installment of the Incentive Fee shown therein shall, subject in any event to Section 13(a) of this Agreement, be due and payable no later than the date which is five Business Days after the date of delivery to the Board of Directors of such computations. (b) Each installment of the Incentive Fee shall be payable as follows: paid by the Company within five (i5) one hundred percent (100%) business days after the Manager’s delivery of the computation of such installment to the Board. If the effective termination date of this Agreement does not correspond to the end of a fiscal quarter, the Incentive Fee will for the quarter in which the termination occurred shall be payable in shares of Common Stock; provided, however, calculated for the percentage period beginning on the day after the end of the quarter immediately preceding such effective termination date and ending on such effective termination date, which Incentive Fee payable in shares of Common Stock is subject to the following: (1) the ownership of such shares by the Manager does not violate the limit on ownership of Common Stock set forth in the Company’s Governing Instruments, after giving effect to any waiver from such limit that the Board of Directors may grant to the Manager or its Affiliates in the future and (2) the Company’s issuance of such shares to the Manager complies with all applicable restrictions under U.S. federal securities laws and the rules of the NYSE; and (ii) the remaining portion of the Incentive Fee that is not payable in shares of Common Stock pursuant to Section 9(b)(i), if any, will be payable in cash. (c) The number of shares of Common Stock payable as the Incentive Fee to be issued to the Manager will be equal to the dollar amount of the portion of the quarterly installment of the Incentive Fee payable in shares of Common Stock divided by a value determined as follows: (i) if the Common Stock is traded on a securities exchange, the value shall be deemed to be calculated using Core Earnings for the average of the closing prices of the Common Stock on such exchange 12-month period ending on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; (ii) if the Common Stock is not traded on a securities exchange but is actively traded over-the-counter, the value shall be deemed to be the average of the closing bids or sales prices, as applicable, on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; and (iii) if the Common Stock is neither traded on a securities exchange nor actively traded over-the-counter, the value shall be the fair market value thereof, as reasonably determined in good faith by the Board of Directors (including a majority of the Independent Directors) of the Companyeffective termination date. (d) If at any time the Manager shall, in connection with a determination of the value of the Common Stock made by the Board of Directors pursuant to Section 9(c)(iii) hereof, (i) dispute such determination in good faith by more than five percent (5%), and (ii) such dispute cannot be resolved between the Independent Directors and the Manager within 10 Business Days after the Manager provides written notice to the Company of such dispute (the “Valuation Notice”), then the matter shall be resolved by an independent appraiser of recognized standing selected jointly by the Independent Directors and the Manager within not more than 20 days after the Valuation Notice. In the event the Independent Directors and the Manager cannot agree with respect to such selection within the aforesaid 20 day time-frame, the Independent Directors shall select one such independent appraiser and the Manager shall select one independent appraiser within five Business Days after the expiration of the 20 day period, with one additional such appraiser (the “Last Appraiser”) to be selected by the appraisers so designated within five Business Days after their selection. Any valuation decision made by the Last Appraiser shall be deemed final and binding upon the Board of Directors and the Manager and shall be delivered to the Manager and the Board of Directors within not more than 15 days after the selection of the Last Appraiser. The expenses of the appraisal shall be paid by the party with the estimate which deviated the furthest from the final valuation decision made by the independent appraisers.

Incentive Fee. (a) The Incentive In addition to the Management Fee payable pursuant to Section 5.1(a), STCB shall be payable pay to Manager an annual fee (the "INCENTIVE FEE") in arrears, in quarterly installments commencing with the quarter in which this Agreement is executed. The Manager shall compute each quarterly installment an amount equal to one-third of the Incentive Fee within 45 days after the end of the fiscal quarter with respect to which such installment is payable. A copy of the computations made cumulative and continuing cost savings (other than reductions in corporate overhead) actually realized by the Manager to calculate such installment shall thereafter promptly be delivered to Stations or the Board of Directors and, upon such delivery, payment of such installment of the Incentive Fee shown therein shall, subject in any event to Section 13(a) of this Agreement, be due and payable no later than the date which is five Business Days after the date of delivery to the Board of Directors of such computations. (b) Each installment of the Incentive Fee shall be payable as follows: Owners resulting from (i) one hundred percent (100%) the clustering of the Incentive Fee will be payable in shares Stations with Manager's television broadcast stations or the consolidation of Common Stock; providedthe management and operation of the Stations with those services related to Manager's televisions broadcast stations, however(ii) the introduction of new technology to the management and operations of the Stations, and (iii) the percentage renegotiation of vendor agreements, programming agreements, supply agreements, and other agreements for and on behalf of STCB or one or more Subsidiaries relating to the Stations. Concurrently with the delivery of the Annual Financial Report for any applicable Fiscal Year during the Term, Manager shall deliver to the Owners its computation of the amount of the Incentive Fee payable in shares of Common Stock is subject to the following: (1) the ownership respect of such shares by the Manager does not violate the limit on ownership of Common Stock set Fiscal Year, together with a schedule setting forth in the Company’s Governing Instruments, after giving effect to any waiver from such limit that the Board of Directors may grant to the Manager or its Affiliates in the future and (2) the Company’s issuance reasonable detail Manager's computation of such shares to Incentive Fee. The basis for determining the Manager complies with all applicable restrictions under U.S. federal securities laws amount of any savings will be the costs and the rules expenses and related obligations in respect of the NYSE; and (ii) management and operation for the remaining portion Stations for the Fiscal Year ending December 31, 2001, and "savings" shall include any increase in net revenue resulting from any reduction in any revenue-based commission payments payable to parties other than employees of the Incentive Fee that is not payable in shares of Common Stock pursuant to Section 9(b)(i)Owners. In the event this Agreement has terminated or otherwise expired during any Fiscal Year, if any, will be payable in cash. (c) The number of shares of Common Stock payable as the Incentive Fee Owners shall deliver or cause to be issued delivered to Manager, within ninety (90) days after the Manager will be equal to the dollar amount end of such Fiscal Year, a copy of the portion Annual Financial Report together with the Owners' computation of the quarterly installment amount of the Incentive Fee payable in shares respect of Common Stock divided by such Fiscal Year (which will be pro-rated for the portion of such Fiscal Year during which Manager was providing services hereunder), together with a value determined as follows: (i) if schedule setting forth in reasonable detail the Common Stock is traded on a securities exchange, Owners' computation of such Incentive Fee. The party receiving the value shall be deemed to be the average of the closing prices of the Common Stock on such exchange on the five Business Days prior to the date on which the quarterly installment computation of the Incentive Fee (and other materials and documentation) pursuant to the preceding two sentences is paid;referred to as the "RECEIVING PARTY" and the party delivering such computation (and other materials and documentation) is referred to as the "DELIVERING PARTY." (iib) if In the Common Stock is event the Receiving Party does not traded on a securities exchange but is actively traded over-the-counter, dispute the value shall be deemed to be the average of the closing bids or sales prices, as applicable, on the five Business Days prior to the date on which the quarterly installment Delivering Party's computation of the Incentive Fee is paid; and in writing within thirty (iii30) if the Common Stock is neither traded on a securities exchange nor actively traded over-the-counter, the value shall be the fair market value thereof, as reasonably determined in good faith by the Board days after delivery of Directors such computation (including a majority of the Independent Directors) of the Company. (d) If at any time the Manager shall, in connection with a determination of the value of the Common Stock made by the Board of Directors pursuant to Section 9(c)(iii) hereof, (i) dispute such determination in good faith by more than five percent (5%and other materials and documentation), and (ii) such dispute cannot be resolved between the Independent Directors and the Manager within 10 Business Days after the Manager provides written notice to the Company of such dispute (the “Valuation Notice”), then the matter shall be resolved by an independent appraiser of recognized standing selected jointly by the Independent Directors and the Manager within not more than 20 days after the Valuation Notice. In or in the event the Independent Directors Owners and Manager otherwise mutually agree in writing on the Manager cannot agree with respect to amount of such selection within Incentive Fee payable for the aforesaid 20 day time-frameapplicable Fiscal Year, the Independent Directors shall select one such independent appraiser and the Manager shall select one independent appraiser within five Business Days after the expiration of the 20 day period, with one additional such appraiser (the “Last Appraiser”) to be selected by the appraisers so designated within five Business Days after their selection. Any valuation decision made by the Last Appraiser computation shall be deemed final and binding upon the Board of Directors on Manager and the Owners, and STCB shall pay or cause to be paid to Manager the Incentive Fee within five (5) business days after the expiration of such thirty (30) day period or, if applicable, the date the Owners and Manager otherwise agree in writing on the computation of the Incentive Fee. (c) In the event the Receiving Party disputes the Delivering Party's computation of the Incentive Fee within thirty (30) days after the delivery of such computation (and other materials and documentation), such dispute shall be promptly submitted to the Dallas, Texas office of PricewaterhouseCoopers LLP (the "ARBITRATOR"), which shall be instructed to review such disputed item(s) and compute and determine the Incentive Fee. The Arbitrator's determination shall be delivered to the Manager and the Board of Directors all parties hereto within not more than 15 thirty (30) calendar days after the selection referral of such dispute to the Arbitrator. STCB shall pay or cause to be paid to Manager the Incentive Fee within five (5) business days after STCB's receipt of the Last AppraiserArbitrator's determination thereof. The expenses resolution of the appraisal dispute by the Arbitrator shall be paid set forth in writing and shall be conclusive and binding upon and non-appealable by the party with parties hereto, and such determination shall become final upon the estimate which deviated date of such resolution and may be entered as a final judgment in any court of competent jurisdiction. The fees and disbursements of the furthest from the final valuation decision made Arbitrator shall be borne one-half by the independent appraisersSTCB and one-half by Manager.

Incentive Fee. The Fund will also pay the Adviser an incentive fee calculated and payable quarterly in arrears based upon the Fund’s net profits for the immediately preceding quarter (a) the “Incentive Fee”). The Incentive Fee shall will be payable in arrearsequal to 3.75% per quarter (or an annualized rate of 15%) of the excess, in quarterly installments commencing with if any, of (i) the quarter in which this Agreement is executednet profits of the Fund for the relevant period over (ii) the then balance, if any, of the Loss Recovery Account (as defined below). The Manager shall compute each quarterly installment For purposes of the Incentive Fee within 45 days after Fee, the end term “net profits” shall mean the amount by which the net asset value (“NAV”) of the fiscal quarter with respect to which such installment is payable. A copy Fund on the last day of the computations made relevant period exceeds the NAV of the Fund as of the commencement of the same period, including any net change in unrealized appreciation or depreciation of investments and realized income and gains or losses and expenses (which, for this purpose shall not include any distribution and/or shareholder servicing fees, litigation, any extraordinary expenses or Incentive Fee). The Fund shall maintain a memorandum account (the “Loss Recovery Account”), which will have an initial balance of zero and will be (i) increased upon the close of each calendar quarter of the Fund by the Manager to calculate such installment shall thereafter promptly be delivered to the Board of Directors and, upon such delivery, payment of such installment amount of the Incentive Fee shown therein shallnet losses of the Fund for the quarter, subject in any event to Section 13(aand (ii) decreased (but not below zero) upon the close of this Agreement, be due and payable no later than each calendar quarter by the date which is five Business Days after amount of the date net profits of delivery to the Board of Directors of such computations. (b) Each installment Fund for the quarter. Payment of the Incentive Fee shall be payable subject to a hurdle rate, expressed as follows: a rate of return on the Fund’s net assets equal to 1.75% per quarter (i) one hundred percent (100or an annualized hurdle rate of 7%) (the “Hurdle Rate. For purposes of the Incentive Fee will Fee, net assets shall be payable in shares of Common Stock; provided, however, calculated for the percentage relevant quarter as the NAV of the Incentive Fee payable in shares of Common Stock is subject to the following: (1) the ownership of such shares by the Manager does not violate the limit on ownership of Common Stock set forth in the Company’s Governing Instruments, after giving effect to any waiver from such limit that the Board of Directors may grant to the Manager or its Affiliates in the future and (2) the Company’s issuance of such shares to the Manager complies with all applicable restrictions under U.S. federal securities laws and the rules Fund as of the NYSE; and (ii) the remaining first business day of each quarter. The Advisor may, in its discretion and from time to time, reduce any portion of the Incentive Fee that is not payable in shares compensation or reimbursement of Common Stock expenses due to it pursuant to Section 9(b)(i), if any, will this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction or payment shall be payable in cash. (c) The number of shares of Common Stock payable as the Incentive Fee applicable only to be issued such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Manager will be equal Advisor hereunder or to the dollar amount continue future payments. All rights of compensation under this Agreement for services performed as of the portion termination date shall survive the termination of the quarterly installment of the Incentive Fee payable in shares of Common Stock divided by a value determined as follows: (i) if the Common Stock is traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the Common Stock on such exchange on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; (ii) if the Common Stock is not traded on a securities exchange but is actively traded over-the-counter, the value shall be deemed to be the average of the closing bids or sales prices, as applicable, on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; and (iii) if the Common Stock is neither traded on a securities exchange nor actively traded over-the-counter, the value shall be the fair market value thereof, as reasonably determined in good faith by the Board of Directors (including a majority of the Independent Directors) of the Companythis Agreement. (d) If at any time the Manager shall, in connection with a determination of the value of the Common Stock made by the Board of Directors pursuant to Section 9(c)(iii) hereof, (i) dispute such determination in good faith by more than five percent (5%), and (ii) such dispute cannot be resolved between the Independent Directors and the Manager within 10 Business Days after the Manager provides written notice to the Company of such dispute (the “Valuation Notice”), then the matter shall be resolved by an independent appraiser of recognized standing selected jointly by the Independent Directors and the Manager within not more than 20 days after the Valuation Notice. In the event the Independent Directors and the Manager cannot agree with respect to such selection within the aforesaid 20 day time-frame, the Independent Directors shall select one such independent appraiser and the Manager shall select one independent appraiser within five Business Days after the expiration of the 20 day period, with one additional such appraiser (the “Last Appraiser”) to be selected by the appraisers so designated within five Business Days after their selection. Any valuation decision made by the Last Appraiser shall be deemed final and binding upon the Board of Directors and the Manager and shall be delivered to the Manager and the Board of Directors within not more than 15 days after the selection of the Last Appraiser. The expenses of the appraisal shall be paid by the party with the estimate which deviated the furthest from the final valuation decision made by the independent appraisers.

Incentive Fee. (a) The Company will pay to the Investment Adviser an Incentive Fee shall be payable in arrears, in quarterly installments commencing with the quarter in which this Agreement is executed. The Manager shall compute each quarterly installment of the Incentive Fee within 45 days after the end of the fiscal quarter with respect to which such installment is payable. A copy of the computations made by the Manager to calculate such installment shall thereafter promptly be delivered to the Board of Directors and, upon such delivery, payment of such installment of the Incentive Fee shown therein shall, subject in any event to Section 13(a) of this Agreement, be due and payable no later than the date which is five Business Days after the date of delivery to the Board of Directors of such computations. (b) Each installment of the Incentive Fee shall be payable as follows: (i) one hundred percent (100%) of the a. First, no Incentive Fee will be payable in shares of Common Stock; providedto the Investment Adviser until the Company has made cumulative distributions pursuant to this clause (a) equal to aggregate Contributed Capital (as defined below); b. Second, howeverno Incentive Fee will be payable to the Investment Adviser until the Company has made cumulative distributions pursuant to this clause (b) equal to a 7% return per annum, compounded annually, on aggregate unreturned Contributed Capital, from the date each capital contribution is made through the date such capital has been returned; c. Third, subject to clauses (a) and (b), the percentage Investment Adviser will be entitled to an Incentive Fee equal to 100% of all amounts designated by the Company for distribution and Incentive Fee payments, until such time as the cumulative Incentive Fee paid to the Investment Adviser pursuant to this clause (c) is equal to 15% of the amount by which the sum of (i) cumulative distributions to holders of Units (“Unitholders”) pursuant to clauses (a) and (b) above and (ii) the cumulative Incentive Fee paid to the Investment Adviser pursuant to this clause (c) exceeds Contributed Capital; and d. Fourth, at any time that clause (c) has been satisfied, the Investment Adviser will be entitled to an Incentive Fee equal to 15% of all amounts designated by the Company for distribution and Incentive Fee payments. The Incentive Fee will be calculated on a cumulative basis and the amount of the Incentive Fee payable prior to a proposed distribution will be determined and, if applicable, paid in shares of Common Stock is subject accordance with the foregoing formula each time amounts are to be distributed to the following: (1) the ownership of such shares Unitholders. The Incentive Fee is a fee owed by the Manager does Company to the Investment Adviser and is not violate paid out of distributions made to Unitholders. Notwithstanding anything to the limit on ownership contrary herein, in no event will an amount be paid with respect to the Incentive Fee to the extent it would cause the aggregate amount of Common Stock set forth in the Company’s Governing Instruments, after giving effect to any waiver from such limit that the Board of Directors may grant to the Manager or its Affiliates capital gains paid in the future and (2) the Company’s issuance of such shares to the Manager complies with all applicable restrictions under U.S. federal securities laws and the rules of the NYSE; and (ii) the remaining portion respect of the Incentive Fee that is not payable in shares of Common Stock pursuant to Section 9(b)(i), if any, will be payable in cash. (c) The number of shares of Common Stock payable as the Incentive Fee to be issued to the Manager will be equal to the dollar amount of the portion of the quarterly installment of the Incentive Fee payable in shares of Common Stock divided by a value determined as follows: (i) if the Common Stock is traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the Common Stock on such exchange on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; (ii) if the Common Stock is not traded on a securities exchange but is actively traded over-the-counter, the value shall be deemed to be the average of the closing bids or sales prices, as applicable, on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; and (iii) if the Common Stock is neither traded on a securities exchange nor actively traded over-the-counter, the value shall be the fair market value thereof, as reasonably determined in good faith by the Board of Directors (including a majority of the Independent Directors) exceed 20% of the Company. (d) If at any time the Manager shall’s realized capital gains computed net of all realized capital losses and unrealized capital depreciation, in connection with each case determined on a determination cumulative basis from inception of the value Company through the date of the Common Stock made by the Board of Directors pursuant to Section 9(c)(iii) hereof, (i) dispute such determination in good faith by more than five percent (5%), and (ii) such dispute cannot be resolved between the Independent Directors and the Manager within 10 Business Days after the Manager provides written notice to the Company of such dispute (the “Valuation Notice”), then the matter shall be resolved by an independent appraiser of recognized standing selected jointly by the Independent Directors and the Manager within not more than 20 days after the Valuation Notice. In the event the Independent Directors and the Manager cannot agree with respect to such selection within the aforesaid 20 day time-frame, the Independent Directors shall select one such independent appraiser and the Manager shall select one independent appraiser within five Business Days after the expiration of the 20 day period, with one additional such appraiser (the “Last Appraiser”) to be selected by the appraisers so designated within five Business Days after their selection. Any valuation decision made by the Last Appraiser shall be deemed final and binding upon the Board of Directors and the Manager and shall be delivered to the Manager and the Board of Directors within not more than 15 days after the selection of the Last Appraiser. The expenses of the appraisal shall be paid by the party with the estimate which deviated the furthest from the final valuation decision made by the independent appraisersproposed payment.

Incentive Fee. (i) In addition to the Cost Reimbursement, the Company shall pay Manager an annual incentive fee (the “Incentive Fee”) on a cumulative, but not compounding, basis, equal to the product of (A) twenty-five percent (25%) of the dollar amount by which (1)(a) the Operating Partnership’s Funds from Operations (before giving effect to payment of the Incentive Fee) per OP Unit (based on the weighted average number of OP Units outstanding, including OP Units issued to Parent REIT corresponding to outstanding Common Shares), plus (b) Includable Gains or losses from debt restructuring and sales of property per OP Unit (based on the weighted average number of OP Units outstanding, including OP Units issued to Parent REIT corresponding to outstanding Common Shares), exceed (2) the product of (a) the greater of (x) $10.00 and (y) the weighted average (based on Common Shares and OP Units) of (i) the book value per OP Unit of the net assets contributed by Manager to the Operating Partnership on July 1, 2003, (ii) $15, (iii) the offering price per Common Share (including Common Shares issued upon the exercise of warrants or options) at any secondary Common Share offerings by Parent REIT (adjusted for any prior capital dividends or distributions), and (iv) the issue price per OP Unit for subsequent contributions to the Operating Partnership, and (b) the greater of (i) nine and one-half percent (9.5%) per annum, and (ii) the Ten Year U.S. Treasury Rate plus three and one-half percent (3.5%) per annum, and (B) the weighted average number of OP Units outstanding, including OP Units issued to Parent REIT corresponding to outstanding Common Shares. (ii) The Incentive Fee shall be payable annually in arrears; provided, in however, Manager shall receive quarterly installments commencing with the quarter thereof in which this Agreement is executed. The advance, and Manager shall compute calculate each quarterly such installment based on the period of twelve (12) months ending on the last day of the Incentive Fee within 45 days after fiscal quarter with respect to which such installment is payable (provided, for calendar year 2003, such calculations shall be based on the end period of three (3) or six (6) months, as applicable, ending on the last day of the fiscal quarter with respect to which such installment is payable. A copy of the computations made by the Manager to calculate ), and deliver such installment shall thereafter promptly be delivered calculation to the Board of Directors andDirectors, upon such delivery, payment within forty-five (45) days following the last day of such each fiscal quarter. The Company shall pay Manager each installment of the Incentive Fee shown therein shall(each, subject in any event an “Incentive Fee Payment”) within sixty (60) days following the last day of the fiscal quarter with respect to Section 13(a) of this Agreement, be due and payable no later than the date which such Incentive Fee Payment is five Business Days after the date of delivery to the Board of Directors of such computationspayable. (biii) Each installment of the Incentive Fee shall be payable as follows: (i) one hundred Twenty-five percent (10025%) of the Incentive Fee will shall (subject to the remaining provisions of this Section 8(c)(iii)) be payable to Manager in shares Common Shares, and the remainder thereof shall be paid in cash; provided, Manager may (subject to the remaining provisions of this Section 8(c)(iii)) elect, by so indicating in the installment calculation delivered to Board of Directors, to receive more than twenty-five percent (25%) of the Incentive Fee in the form of Common StockShares; provided, however, Manager may not receive payment of any portion of the percentage Incentive Fee in the form of Common Shares, either automatically or by election, if such payment would result a violation of the Common Share ownership restrictions set forth in Parent REIT’s Governing Instruments. For purposes of determining the Common Share equivalent of the amount of the Incentive Fee payable in shares Common Shares, (A) prior to the date the Common Shares are publicly traded, each Common Share shall have a value equal to the book value per Common Share on the last day of the fiscal quarter with respect to which the Incentive Fee is being paid, and (B) from and after the date the Common Shares are publicly traded, each Common Share shall have a value equal to the average of the closing price per Common Share of the last (20) trading days of the fiscal quarter with respect to which the Incentive Fee is being paid. Manager’s receipt of Common Stock is Shares in accordance herewith shall be subject to the following: (1) the ownership of such shares by the Manager does not violate the limit on ownership of Common Stock set forth in the Company’s Governing Instruments, after giving effect to any waiver from such limit that the Board of Directors may grant to the Manager or its Affiliates in the future and (2) the Company’s issuance of such shares to the Manager complies with all applicable restrictions under U.S. federal securities exchange rules and securities laws and the rules of the NYSE; and(including, without limitation, prohibitions on xxxxxxx xxxxxxx). (iiiv) the remaining Each Incentive Fee Payment shall be deemed to be an advance of a portion of the Incentive Fee that is not payable in shares of Common Stock pursuant to Section 9(b)(i), if any, will be payable in cash. (c) for the subject fiscal year. The number of shares of Common Stock payable as Manager shall calculate the Incentive Fee to be issued payable during the immediately preceding fiscal year (or partial fiscal year, if applicable, following the expiration or earlier termination of this Agreement), and deliver such calculation to the Manager will be equal to Board of Directors, within seventy-five (75) days following (A) the dollar last day of each fiscal year during the term, and (B) the date of expiration or earlier termination of this Agreement (such date, the “Calculation Delivery Date”). If the amount of the portion of the quarterly installment of the Incentive Fee payable in shares of Common Stock divided by a value determined as follows: for such fiscal year (ior partial fiscal year, if applicable) if exceeds the Common Stock is traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the Common Stock on such exchange on the five Business Days prior to the date on which the quarterly installment sum of the Incentive Fee is paid; Payments made during such fiscal year (ii) or partial fiscal year, if the Common Stock is not traded on a securities exchange but is actively traded over-the-counterapplicable), the value Company shall be deemed to be pay Manager the average amount of the closing bids or sales pricessuch underpayment, as applicable, on the five Business Days prior subject to the provisions of Section 8(c)(iii), within fifteen (15) days after the date on which Manager delivers such calculation to the quarterly installment Board of Directors. If the amount of the Incentive Fee due and payable for any fiscal year (or partial fiscal year, if applicable) is paid; and (iii) if less than the Common Stock is neither traded on a securities exchange nor actively traded over-the-counter, the value shall be the fair market value thereof, as reasonably determined in good faith by the Board of Directors (including a majority sum of the Independent Directors) of the Company. (d) If at any time the Manager shall, in connection with a determination of the value of the Common Stock Incentive Fee Payments made by the Board of Directors pursuant to Section 9(c)(iii) hereof, (i) dispute such determination in good faith by more than five percent (5%), and (ii) such dispute cannot be resolved between the Independent Directors and the Manager within 10 Business Days after the Manager provides written notice to the Company of such dispute (the “Valuation Notice”), then the matter shall be resolved by an independent appraiser of recognized standing selected jointly by the Independent Directors and the Manager within not more than 20 days after the Valuation Notice. In the event the Independent Directors and the Manager cannot agree with respect to such selection within the aforesaid 20 day time-framefiscal year (or partial fiscal year, the Independent Directors shall select one such independent appraiser and the if applicable), Manager shall select one independent appraiser refund to the Company the portion of Incentive Fee Payments received with respect to such fiscal year that exceeds the Incentive Fee due for such fiscal year, in cash, within five Business Days after the expiration fifteen (15) days of the 20 day period, with one additional such appraiser (the “Last Appraiser”) to be selected by the appraisers so designated within five Business Days after their selection. Any valuation decision made by the Last Appraiser shall be deemed final and binding upon the Board of Directors and the Manager and shall be delivered to the Manager and the Board of Directors within not more than 15 days after the selection of the Last Appraiser. The expenses of the appraisal shall be paid by the party with the estimate which deviated the furthest from the final valuation decision made by the independent appraisersCalculation Delivery Date.

Incentive Fee. (a) At the end of each calendar quarter, the Investment Manager shall be entitled to receive an incentive fee (the “Incentive Fee”) equal to the difference between (x) the product of (A) 15% and (B) the difference between (1) Core Earnings of the Company for the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), and (2) the product of (I) the weighted average of the Company’s Net Asset Value of the three previous calendar quarters (or such lesser number of completed calendar quarters, if applicable) and the Company’s Net Asset Value as of the beginning of the then current calendar quarter, and (II) 6% per annum, and (y) the sum of the Incentive Fee previously paid to the Investment Manager with respect to the first three calendar quarters of the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable); provided, that no Incentive Fee shall be payable to the Investment Manager with respect to any calendar quarter unless the Core Earnings for the twelve (12) most recently completed calendar quarters (or such lesser number of completed calendar quarters following the Initial Closing Date) is greater than zero. The Incentive Fee shall be payable prorated for partial periods, to the extent necessary, based on the number of days elapsed or remaining in arrearssuch periods as the case may be. Unless otherwise determined by the Investment Manager, in quarterly installments commencing with the Company’s Net Asset Value at the beginning of a calendar quarter in which for purposes of this Agreement is executed. The Manager shall compute each quarterly installment of the Incentive Fee within 45 days after calculation shall be equal to the Company’s Net Asset Value as of the end of the fiscal previous calendar quarter with respect to which such installment is payable. A copy of the computations made as increased by the Manager to calculate such installment shall thereafter promptly be delivered to the Board of Directors and, upon such delivery, payment of such installment of the Incentive Fee shown therein shall, subject in any event to Section 13(a) of this Agreement, be due Capital Contributions and payable no later than the date which is five Business Days after the date of delivery to the Board of Directors of such computationsdecreased by repurchases. (b) Each installment For purposes of the Incentive Fee shall be payable as follows: foregoing, “Core Earnings” means the net income (loss) attributable to the holders of Units, computed in accordance with GAAP, including realized gains and losses not otherwise included in net income (loss), and excluding (i) one hundred percent (100%) of the Incentive Fee will be payable in shares of Common Stock; providedFee, however, the percentage of the Incentive Fee payable in shares of Common Stock is subject to the following: (1) the ownership of such shares by the Manager does not violate the limit on ownership of Common Stock set forth in the Company’s Governing Instruments, after giving effect to any waiver from such limit that the Board of Directors may grant to the Manager or its Affiliates in the future and (2) the Company’s issuance of such shares to the Manager complies with all applicable restrictions under U.S. federal securities laws and the rules of the NYSE; and (ii) the remaining portion of the Incentive Fee that is not payable in shares of Common Stock pursuant to Section 9(b)(i)depreciation and amortization, if any, will be payable in cash. (c) The number of shares of Common Stock payable as the Incentive Fee to be issued to the Manager will be equal to the dollar amount of the portion of the quarterly installment of the Incentive Fee payable in shares of Common Stock divided by a value determined as follows: (i) if the Common Stock is traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the Common Stock on such exchange on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; (ii) if the Common Stock is not traded on a securities exchange but is actively traded over-the-counter, the value shall be deemed to be the average of the closing bids or sales prices, as applicable, on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; and (iii) if any unrealized gains or losses or other similar non-cash items that are included in net income for the Common Stock is neither traded on a securities exchange nor actively traded overApplicable Period, regardless of whether such items are included in other comprehensive income or loss or in net income and (iv) one-thetime events pursuant to changes in GAAP and certain material non-countercash income or expense items, in each case after discussions between the value shall be the fair market value thereof, as reasonably determined in good faith by Investment Manager and the Board of Directors (including and approved by a majority of the Independent Directors) of the CompanyBoard. (d) If at any time the Manager shall, in connection with a determination of the value of the Common Stock made by the Board of Directors pursuant to Section 9(c)(iii) hereof, (i) dispute such determination in good faith by more than five percent (5%), and (ii) such dispute cannot be resolved between the Independent Directors and the Manager within 10 Business Days after the Manager provides written notice to the Company of such dispute (the “Valuation Notice”), then the matter shall be resolved by an independent appraiser of recognized standing selected jointly by the Independent Directors and the Manager within not more than 20 days after the Valuation Notice. In the event the Independent Directors and the Manager cannot agree with respect to such selection within the aforesaid 20 day time-frame, the Independent Directors shall select one such independent appraiser and the Manager shall select one independent appraiser within five Business Days after the expiration of the 20 day period, with one additional such appraiser (the “Last Appraiser”) to be selected by the appraisers so designated within five Business Days after their selection. Any valuation decision made by the Last Appraiser shall be deemed final and binding upon the Board of Directors and the Manager and shall be delivered to the Manager and the Board of Directors within not more than 15 days after the selection of the Last Appraiser. The expenses of the appraisal shall be paid by the party with the estimate which deviated the furthest from the final valuation decision made by the independent appraisers.

Incentive Fee. (ai) In addition to the Base Management Fee otherwise payable hereunder, the Company shall pay the Manager a quarterly Incentive Fee (the “Incentive Fee”) as follows: The Company shall pay the Manager an amount equal to 20.0% of the dollar amount by which Core Earnings for the most recently completed fiscal quarter (the “Current Quarter”) before the Incentive Fee received in relation to such fiscal quarter, exceeds the product of (A) the weighted average of the issue price per share of common stock in all of the Company’s offerings of shares of common stock multiplied by the weighted average number of shares of the Company’s common stock outstanding during the Current Quarter and (B) 8% (the “Hurdle”), expressed on a quarterly basis; provided, that no incentive fee shall be accrued or earned by the Manager, or payable by the Company to the Manager, until the completion of the first four full fiscal quarters following the completion of the IPO. (ii) Subject to all applicable stock exchange regulations and U.S. federal securities laws and regulations, the Incentive Fee payable to the Manager shall be paid 100% in shares of common stock. The number of shares of common stock payable to the Manager in respect of the Incentive Fee, if any, in respect of any fiscal quarter shall equal 100% of the Incentive Fee for such quarter, divided by the Fair Value as of the end of such quarter; provided that if the Company’s shares of common stock are no longer listed on a national securities exchange or quoted on a national quotation system, the Incentive Fee shall be payable 100% in arrearscash until such time as such shares are listed or quoted. The shares of common stock payable to the Manager in respect of its Incentive Fee, in quarterly installments commencing with if any, for a fiscal quarter shall, subject to Section 13(e), vest over a three-year period following the quarter in which such fee was earned, with 60% vesting on the date that is two years following the last business day of such quarter and the remaining 40% vesting on the date that is three years following the last business day of such quarter. The holder of these shares of common stock shall be entitled to receive dividends on such shares of common stock prior to the time that such shares have vested. Notwithstanding the foregoing, if the ownership of the shares of common stock to be paid to the Manager in respect of its Incentive Fee in respect of any fiscal quarter would result in a violation of the Manager’s Ownership Limit, then the Incentive Fee (or the portion thereof that would cause such violation) in respect of any fiscal quarter shall be payable in cash, provided that the Manager shall not receive any such cash payment until such time as the shares of common stock that would have been issued to the Manager in respect of its Incentive Fee would have vested as described in this Agreement is executed. Section 8(b)(ii). (iii) The Manager shall compute each quarterly installment of the Incentive Fee within 45 30 days after the end of the each fiscal quarter with respect to which such installment is payable. A copy of the computations made by the Manager to calculate such installment shall thereafter thereafter, for informational purposes only and subject in any event to Section 13(a), promptly be delivered to the Board of Directors and, upon such delivery, payment of such installment of the Incentive Fee shown therein shall, subject in any event to Section 13(a) of this Agreement, shall be due and payable no later than the date which is five Business Days business days after the date of delivery to the Board of Directors of such computations. (b) Each installment of the Incentive Fee shall be payable as follows: (i) one hundred percent (100%) of the Incentive Fee will be payable in shares of Common Stock; provided, however, the percentage of the Incentive Fee payable in shares of Common Stock is subject to the following: (1) the ownership of such shares by the Manager does not violate the limit on ownership of Common Stock set forth in the Company’s Governing Instruments, after giving effect to any waiver from such limit that the Board of Directors may grant to the Manager or its Affiliates in the future and (2) the Company’s issuance of such shares to the Manager complies with all applicable restrictions under U.S. federal securities laws and the rules of the NYSE; and (ii) the remaining portion of the Incentive Fee that is not payable in shares of Common Stock pursuant to Section 9(b)(i), if any, will be payable in cash. (c) The number of shares of Common Stock payable as the Incentive Fee to be issued to the Manager will be equal to the dollar amount of the portion of the quarterly installment of the Incentive Fee payable in shares of Common Stock divided by a value determined as follows: (i) if the Common Stock is traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the Common Stock on such exchange on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; (ii) if the Common Stock is not traded on a securities exchange but is actively traded over-the-counter, the value shall be deemed to be the average of the closing bids or sales prices, as applicable, on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; and (iii) if the Common Stock is neither traded on a securities exchange nor actively traded over-the-counter, the value shall be the fair market value thereof, as reasonably determined in good faith by the Board of Directors (including a majority of the Independent Directors) of the Company. (d) If at any time the Manager shall, in connection with a determination of the value of the Common Stock made by the Board of Directors pursuant to Section 9(c)(iii) hereof, (i) dispute such determination in good faith by more than five percent (5%), and (ii) such dispute cannot be resolved between the Independent Directors and the Manager within 10 Business Days after the Manager provides written notice to the Company of such dispute (the “Valuation Notice”), then the matter shall be resolved by an independent appraiser of recognized standing selected jointly by the Independent Directors and the Manager within not more than 20 days after the Valuation Notice. In the event the Independent Directors and the Manager cannot agree with respect to such selection within the aforesaid 20 day time-frame, the Independent Directors shall select one such independent appraiser and the Manager shall select one independent appraiser within five Business Days after the expiration of the 20 day period, with one additional such appraiser (the “Last Appraiser”) to be selected by the appraisers so designated within five Business Days after their selection. Any valuation decision made by the Last Appraiser shall be deemed final and binding upon the Board of Directors and the Manager and shall be delivered to the Manager and the Board of Directors within not more than 15 days after the selection of the Last Appraiser. The expenses of the appraisal shall be paid by the party with the estimate which deviated the furthest from the final valuation decision made by the independent appraisers.

Incentive Fee. (ai) The Incentive Fee Based on Operator’s ability to timely achieve or exceed the performance metrics set forth in Annex IX (Performance Metrics) (the “Performance Metrics”), Operator shall be payable entitled to earn the incentive fee in arrearsany given Contract Year (“Incentive Fee”), which fee shall be set forth in quarterly installments commencing with Annex VIII (Service Fee), adjusted on a Pro Rata basis for a partial Contract Year and calculated as set forth in Annex X (Calculation of Incentive Fee). Owner and Administrator agree that an amount equal to the quarter in which this Agreement is executed. The Manager shall compute each quarterly installment maximum amount of the Incentive Fee within 45 available in any given Contract Year shall be included in the Operating Budget for such Contract Year. (ii) No later than sixty (60) days after following the end of a Contract Year, Operator shall submit a report (the fiscal quarter “Incentive Fee Report”) to Administrator (with respect copy to which such installment is payable. A copy PREB) with (A) supporting performance data, information and reports evidencing its achievement of one or more of the computations made Performance Metrics and (B) based thereon, its good faith calculation of the proposed Incentive Fee, in each case for such Contract Year. The Incentive Fee Report shall comply with the requirements set forth in Section 9.2(c) (Anti-Corruption and Sanctions Laws – Policies and Procedures). (iii) Administrator shall have a period of sixty (60) days after receipt to review the Incentive Fee Report. During this period, Operator shall grant to Administrator reasonable access during normal business hours to all relevant personnel, Representatives of Operator, books and records of Operator and other items reasonably requested by Administrator in connection with the Manager to calculate such installment shall thereafter promptly be delivered to the Board of Directors and, upon such delivery, payment of such installment review of the Incentive Fee shown therein shall, subject in any event to Section 13(a) of this Agreement, be due and payable no later than the date which is five Business Days after the date of delivery to the Board of Directors of such computationsReport. (biv) Each installment of If Administrator delivers to Operator a written statement describing any disagreements with the Incentive Fee Report during such sixty (60) day review period, then Operator and Administrator shall be payable as follows:attempt to resolve in good faith any such disagreements. If (iA) one hundred percent (100%) of the Incentive Fee will be payable in shares of Common Stock; provided, however, the percentage of the Incentive Fee payable in shares of Common Stock is subject to the following: (1) the ownership of such shares by the Manager Administrator does not violate the limit on ownership of Common Stock set forth deliver such statement during such sixty (60) day review period (in the Company’s Governing Instruments, after giving effect to any waiver from such limit that the Board of Directors may grant to the Manager or its Affiliates in the future and (2) the Company’s issuance of such shares to the Manager complies with all applicable restrictions under U.S. federal securities laws and the rules of the NYSE; and (ii) the remaining portion of the Incentive Fee that is not payable in shares of Common Stock pursuant to Section 9(b)(i), if any, will be payable in cash. (c) The number of shares of Common Stock payable as the Incentive Fee to be issued to the Manager will be equal to the dollar amount of the portion of the quarterly installment of the Incentive Fee payable in shares of Common Stock divided by a value determined as follows: (i) if the Common Stock is traded on a securities exchange, the value which case it shall be deemed to be the average of the closing prices of the Common Stock on such exchange on the five Business Days prior to the date on which the quarterly installment of have agreed with the Incentive Fee is paid;Report), (B) if Operator and Administrator reach a resolution with respect to such matters or (C) if Administrator has no disagreements with the Incentive Fee Report, then Owner shall pay the Incentive Fee in accordance with Section 7.1(c)(v) (Service Fee – Incentive Fee). (iiv) if Once determined in accordance with Section 7.1(c)(iv) (Service Fee (vi) If any Major Outage Event (including, for the Common Stock avoidance of doubt, a Major Outage Event that is not traded on a securities exchange but Force Majeure Event) prevents Operator from achieving one or more of the Performance Metrics, Operator shall be entitled to earn the Incentive Fee for the period that such Major Outage Event continues as long as, and to the extent that, Operator achieves the Major Outage Event Performance Metrics during such period of time. (vii) If any Force Majeure Event (other than a Force Majeure Event that is actively traded over-the-countera Major Outage Event) prevents Operator from achieving one or more of the Performance Metrics, Operator shall be entitled to earn the value Incentive Fee for the period that such Force Majeure Event continues as long as, and to the extent that, Operator achieves the Key Performance Metrics during such period of time. (viii) If any Owner Fault or additional requirement imposed by Owner, Administrator or any other Governmental Body prevents Operator from achieving any Performance Metric, such Performance Metric shall be deemed to be the average have been met for purposes of the closing bids or sales prices, as applicable, on the five Business Days prior to the date on which the quarterly installment of calculating the Incentive Fee is paid; and (iii) if for the Common Stock is neither traded on a securities exchange nor actively traded over-the-counter, the value shall be the fair market value thereof, as reasonably determined in good faith by the Board of Directors (including a majority of the Independent Directors) of the Companyapplicable period. (d) If at any time the Manager shall, in connection with a determination of the value of the Common Stock made by the Board of Directors pursuant to Section 9(c)(iii) hereof, (i) dispute such determination in good faith by more than five percent (5%), and (ii) such dispute cannot be resolved between the Independent Directors and the Manager within 10 Business Days after the Manager provides written notice to the Company of such dispute (the “Valuation Notice”), then the matter shall be resolved by an independent appraiser of recognized standing selected jointly by the Independent Directors and the Manager within not more than 20 days after the Valuation Notice. In the event the Independent Directors and the Manager cannot agree with respect to such selection within the aforesaid 20 day time-frame, the Independent Directors shall select one such independent appraiser and the Manager shall select one independent appraiser within five Business Days after the expiration of the 20 day period, with one additional such appraiser (the “Last Appraiser”) to be selected by the appraisers so designated within five Business Days after their selection. Any valuation decision made by the Last Appraiser shall be deemed final and binding upon the Board of Directors and the Manager and shall be delivered to the Manager and the Board of Directors within not more than 15 days after the selection of the Last Appraiser. The expenses of the appraisal shall be paid by the party with the estimate which deviated the furthest from the final valuation decision made by the independent appraisers.

Incentive Fee. In addition to the Management Fee, starting in the first full calendar quarter following September 18, 2018, the Manager shall be paid quarterly an incentive fee in arrears in cash (the “Incentive Fee”) in an amount, which shall not be less than zero, equal to the difference between: (a) The the product of (i) twenty percent (20%) and (ii) the difference between (A) the Core Earnings for the most recent twelve (12) month period (or such lesser number of completed calendar quarters, if applicable), including the calendar quarter (or part thereof) for which the calculation of the Incentive Fee is being made, and (B) the product of (1) the Equity in the most recent twelve (12) month period (or such lesser number of completed calendar quarters, if applicable), including the calendar quarter (or part thereof) for which the calculation of the Incentive Fee is being made, and (2) seven percent (7%) per year, and (b) the sum of any Incentive Fees paid to the Manager with respect to the first three calendar quarters of the most recent twelve (12) month period (or such lesser number of completed calendar quarters preceding the applicable period, if applicable); provided, however, that no Incentive Fee shall be payable to the Manager with respect to any calendar quarter unless Core Earnings for the twelve (12) most recently completed calendar quarters (or such lesser number of completed calendar quarters from the IPO Closing Date) in arrearsthe aggregate is greater than zero. Shares of beneficial interest of the Company that are entitled to a specific periodic distribution or have other debt characteristics shall not constitute shares of beneficial interest of the Company in clause (i)(B) of the definition of “Equity” for purposes of calculating any Incentive Fee and instead the aggregate distribution amount that accrues in respect of such shares during the applicable period for such calculation shall be subtracted from Core Earnings for purposes of the calculation of the Incentive Fee, in quarterly installments commencing with to the quarter in which this Agreement extent such distribution is executednot already otherwise excluded from Core Earnings. The Manager shall compute each quarterly installment of the Incentive Fee and deliver a copy thereof to the Board within 45 thirty (30) days after following the end of the fiscal quarter with respect to which such installment is payableeach quarter. A copy of the computations made by the Manager to calculate such installment shall thereafter promptly be delivered to the Board of Directors and, upon such delivery, payment of such installment of the Incentive Fee shown therein shall, subject in any event to Section 13(a) of this Agreement, be due and payable no later than the date which is five Business Days after the date of delivery to the Board of Directors of such computations. (b) Each installment of the Incentive Fee shall be payable as follows: paid by the Company within five (i5) one hundred percent (100%) business days after the Manager’s delivery of the computation of such installment to the Board. If the effective termination date of this Agreement does not correspond to the end of a fiscal quarter, the Incentive Fee will for the quarter in which the termination occurred shall be payable in shares of Common Stock; provided, however, calculated for the percentage period beginning on the day after the end of the quarter immediately preceding such effective termination date and ending on such effective termination date, which Incentive Fee payable in shares of Common Stock is subject to the following: (1) the ownership of such shares by the Manager does not violate the limit on ownership of Common Stock set forth in the Company’s Governing Instruments, after giving effect to any waiver from such limit that the Board of Directors may grant to the Manager or its Affiliates in the future and (2) the Company’s issuance of such shares to the Manager complies with all applicable restrictions under U.S. federal securities laws and the rules of the NYSE; and (ii) the remaining portion of the Incentive Fee that is not payable in shares of Common Stock pursuant to Section 9(b)(i), if any, will be payable in cash. (c) The number of shares of Common Stock payable as the Incentive Fee to be issued to the Manager will be equal to the dollar amount of the portion of the quarterly installment of the Incentive Fee payable in shares of Common Stock divided by a value determined as follows: (i) if the Common Stock is traded on a securities exchange, the value shall be deemed to be calculated using Core Earnings for the average of the closing prices of the Common Stock on such exchange 12-month period ending on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; (ii) if the Common Stock is not traded on a securities exchange but is actively traded over-the-counter, the value shall be deemed to be the average of the closing bids or sales prices, as applicable, on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; and (iii) if the Common Stock is neither traded on a securities exchange nor actively traded over-the-counter, the value shall be the fair market value thereof, as reasonably determined in good faith by the Board of Directors (including a majority of the Independent Directors) of the Companyeffective termination date. (d) If at any time the Manager shall, in connection with a determination of the value of the Common Stock made by the Board of Directors pursuant to Section 9(c)(iii) hereof, (i) dispute such determination in good faith by more than five percent (5%), and (ii) such dispute cannot be resolved between the Independent Directors and the Manager within 10 Business Days after the Manager provides written notice to the Company of such dispute (the “Valuation Notice”), then the matter shall be resolved by an independent appraiser of recognized standing selected jointly by the Independent Directors and the Manager within not more than 20 days after the Valuation Notice. In the event the Independent Directors and the Manager cannot agree with respect to such selection within the aforesaid 20 day time-frame, the Independent Directors shall select one such independent appraiser and the Manager shall select one independent appraiser within five Business Days after the expiration of the 20 day period, with one additional such appraiser (the “Last Appraiser”) to be selected by the appraisers so designated within five Business Days after their selection. Any valuation decision made by the Last Appraiser shall be deemed final and binding upon the Board of Directors and the Manager and shall be delivered to the Manager and the Board of Directors within not more than 15 days after the selection of the Last Appraiser. The expenses of the appraisal shall be paid by the party with the estimate which deviated the furthest from the final valuation decision made by the independent appraisers.

Incentive Fee. (a) The Incentive Fee shall be payable to Manager annually in arrearsarrears commencing as of the Effective Date, provided, that, notwithstanding anything to the contrary contained herein, to the extent the Incentive Fee payable to Manager for any calendar year (after taking into account any AFFO Adjustment Amount and the payment of the Incentive Fee) would cause the AFFO attributable to each share of Common Stock for such calendar year to be less than $0.60 (based on the number of shares of Common Stock used in quarterly installments commencing with the financial statements of Front Yard for such calendar year in determining FFO per share of Common Stock, subject to adjustments, if any, under Section 6(h)), such portion of the Incentive Fee shall not be payable to Manager for such calendar year. Manager shall calculate the Incentive Fee, and deliver such calculation (an “Incentive Fee Computation”) to the Board, within sixty (60) days following the last day of each calendar year (or, if applicable, within forty (40) days following the last day of the calendar quarter in which this Agreement is executedterminated (or, if such calendar quarter is the last calendar quarter of a calendar year, within sixty (60) days following the last day of such calendar quarter)). The Manager shall compute each quarterly installment of the Incentive Fee within 45 days after the end of the fiscal quarter with respect to which Upon such installment is payable. A copy of the computations made by the Manager to calculate such installment shall thereafter promptly be delivered delivery to the Board of Directors andBoard, upon such deliverysubject to Section 6(f) and Section 6(g), payment of such installment of the Incentive Fee shown therein shall, subject in any event to Section 13(a) of this Agreement, such Incentive Fee Computation shall be due and payable no later than the date which is twenty-five (25) Business Days after the date of delivery to the Board of Directors of such computations. (b) Each installment of the Incentive Fee shall be payable as follows: (i) one hundred percent (100%) Computation to the Board, unless the Board disputes the calculation or amount of the Incentive Fee will Computation within such 25-Business Day period, in which event Front Yard shall pay to Manager the undisputed amount of the Incentive Fee, and the balance shall be subject to the procedures set forth in Section 6(f) and Section 6(g). At the absolute discretion of the Board, up to 25% of the Incentive Fee (as determined by Front Yard) may be payable in shares of Common Stock; provided, however, Stock if the percentage of the Incentive Fee payable in shares of Common Stock is subject traded at such time on a national securities exchange and provided that (i) no amounts shall be payable in Common Stock to the following: (1) extent the ownership of such shares Common Stock by the Manager does not would violate the limit on ownership of Common Stock set forth in the CompanyFront Yard’s Governing InstrumentsAgreements, after giving effect to any waiver from such limit that the Board of Directors may grant to the Manager or its Affiliates in the future and future, (2ii) the Company’s issuance of such shares Common Stock to the Manager complies shall comply with all applicable restrictions under U.S. federal securities laws law and stock exchange regulations, (iii) Front Yard shall use best efforts to cause any such shares of Common Stock to be registered for sale under the Securities Act, and (iv) Manager may sell or distribute any such Common Stock in the manner that it determines, in its absolute discretion, subject to applicable law and the rules of next succeeding sentence. In the NYSE; and (ii) the remaining event Front Yard chooses to pay any portion of the Incentive Fee that is not payable in shares the form of Common Stock pursuant to in accordance with this Section 9(b)(i6(d), if any, will the Common Stock shall be payable in cash. subject to a twelve (c12) The number month lock-up from the date of shares issuance and the value of each share of Common Stock payable as the Incentive Fee to be issued to the Manager will be equal to the dollar amount of the portion of the quarterly installment of the Incentive Fee payable in shares of Common Stock divided by a value determined as follows: (i) if the Common Stock is traded on a securities exchange, the value shall be deemed to be the average of the closing prices VWAP of the Common Stock on such exchange on for the five (5) Business Days prior to the date on which Front Yard pays the quarterly installment Incentive Fee to Manager pursuant to this Section 6(d). An illustrative example of the calculation of the Incentive Fee is paid; (ii) if the Common Stock is not traded on a securities exchange but is actively traded over-the-counter, the value shall be deemed to be the average of the closing bids or sales prices, attached hereto as applicable, on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; and (iii) if the Common Stock is neither traded on a securities exchange nor actively traded over-the-counter, the value shall be the fair market value thereof, as reasonably determined in good faith Annex B and incorporated herein by the Board of Directors (including a majority of the Independent Directors) of the Company. (d) If at any time the Manager shall, in connection with a determination of the value of the Common Stock made by the Board of Directors pursuant to Section 9(c)(iii) hereof, (i) dispute such determination in good faith by more than five percent (5%), and (ii) such dispute cannot be resolved between the Independent Directors and the Manager within 10 Business Days after the Manager provides written notice to the Company of such dispute (the “Valuation Notice”), then the matter shall be resolved by an independent appraiser of recognized standing selected jointly by the Independent Directors and the Manager within not more than 20 days after the Valuation Notice. In the event the Independent Directors and the Manager cannot agree with respect to such selection within the aforesaid 20 day time-frame, the Independent Directors shall select one such independent appraiser and the Manager shall select one independent appraiser within five Business Days after the expiration of the 20 day period, with one additional such appraiser (the “Last Appraiser”) to be selected by the appraisers so designated within five Business Days after their selection. Any valuation decision made by the Last Appraiser shall be deemed final and binding upon the Board of Directors and the Manager and shall be delivered to the Manager and the Board of Directors within not more than 15 days after the selection of the Last Appraiser. The expenses of the appraisal shall be paid by the party with the estimate which deviated the furthest from the final valuation decision made by the independent appraisers.reference

Incentive Fee. (i) In addition to the Management Fee, the Company shall pay Manager an annual incentive fee (the "Incentive Fee") on a cumulative, but not compounding, basis, equal to the product of (A) twenty-five percent (25%) of the dollar amount by which (1) (a) the Operating Partnership's Funds from Operations (before giving effect to payment of the Incentive Fee) per OP Unit (based on the weighted average number of OP Units outstanding, including OP Units issued to Parent REIT corresponding to outstanding Common Shares), plus (b) gains (or losses) from debt restructuring and sales of property per OP Unit (based on the weighted average number of OP Units outstanding, including OP Units issued to Parent REIT corresponding to outstanding Common Shares), exceed (2) the product of (a) the weighted average (based on Common Shares and OP Units) of (i) the book value per OP Unit of the net assets contributed by Manager to the Company at its inception, (ii) the offering price per Common Share at the initial 144A securities offering of Parent REIT described in the Offering Memorandum, (iii) the offering price per Common Share (including Common Shares issued upon the exercise of warrants or options) at any secondary Common Share offerings by Parent REIT (adjusted for any prior capital dividends or distributions), and (iv) the issue price per OP Unit for subsequent contributions to the Operating Partnership, and (b) the greater of (i) nine and one-half percent (9.5%) per annum, and (ii) the Ten Year U.S. Treasury Rate plus three and one-half percent (3.5%) per annum, and (B) the weighted average number of OP Units outstanding, including OP Units issued to Parent REIT corresponding to outstanding Common Shares. (ii) The Incentive Fee shall be payable annually in arrears; provided, in however, Manager shall receive quarterly installments commencing with the quarter thereof in which this Agreement is executed. The advance, and Manager shall compute calculate each quarterly such installment based on the period of twelve (12) months ending on the last day of the Incentive Fee within 45 days after fiscal quarter with respect to which such installment is payable (provided, for calendar year 2003, such calculations shall be based on the end period of three (3) or six (6) months, as applicable, ending on the last day of the fiscal quarter with respect to which such installment is payable. A copy of the computations made by the Manager to calculate ), and deliver such installment shall thereafter promptly be delivered calculation to the Board of Directors andDirectors, upon such delivery, payment within forty-five (45) days following the last day of such each fiscal quarter. The Company shall pay Manager each installment of the Incentive Fee shown therein shall(each, subject in any event an "Incentive Fee Payment") within sixty (60) days following the last day of the fiscal quarter with respect to Section 13(a) of this Agreement, be due and payable no later than the date which such Incentive Fee Payment is five Business Days after the date of delivery to the Board of Directors of such computationspayable. (biii) Each installment of the Incentive Fee shall be payable as follows: (i) one hundred Twenty-five percent (10025%) of the Incentive Fee will shall (subject to the remaining provisions of this Section 8(d)(iii)) be payable to Manager in shares Common Shares, and the remainder thereof shall be paid in cash; provided, Manager may (subject to the remaining provisions of this Section 8(d)(iii)) elect, by so indicating in the installment calculation delivered to Board of Directors, to receive more than twenty-five percent (25%) of the Incentive Fee in the form of Common StockShares; provided, however, Manager may not receive payment of any portion of the percentage Incentive Fee in the form of Common Shares, either automatically or by election, if such payment would result a violation of the Common Share ownership restrictions set forth in Parent REIT's Governing Instruments. For purposes of determining the Common Share equivalent of the amount of the Incentive Fee payable in shares Common Shares, (A) prior to the date the Common Shares are publicly traded, each Common Share shall have a value equal to the book value per Common Share on the last day of the fiscal quarter with respect to which the Incentive Fee is being paid, and (B) from and after the date the Common Shares are publicly traded, each Common Share shall have a value equal to the average closing price per Common Share based on the period of (20) days ending on and including the last trading day of the fiscal quarter with respect to which the Incentive Fee is being paid. Manager's receipt of Common Stock is Shares in accordance herewith shall be subject to the following: (1) the ownership of such shares by the Manager does not violate the limit on ownership of Common Stock set forth in the Company’s Governing Instruments, after giving effect to any waiver from such limit that the Board of Directors may grant to the Manager or its Affiliates in the future and (2) the Company’s issuance of such shares to the Manager complies with all applicable restrictions under U.S. federal securities exchange rules and securities laws and the rules of the NYSE; and(including, without limitation, prohibitions on xxxxxxx xxxxxxx). (iiiv) the remaining Each Incentive Fee Payment shall be deemed to be an advance of a portion of the Incentive Fee that is not payable in shares of Common Stock pursuant to Section 9(b)(i), if any, will be payable in cash. (c) The number of shares of Common Stock payable as for the subject fiscal year. Manager shall calculate the Incentive Fee to be issued payable during the immediately preceding fiscal year (or partial fiscal year, if applicable, following the expiration or earlier termination of this Agreement), and deliver such calculation to the Manager will be equal to Board of Directors, within seventy-five (75) days following (A) the dollar last day of each fiscal year during the term, and (B) the date of expiration or earlier termination of this Agreement. If the amount of the portion of the quarterly installment of the Incentive Fee payable in shares of Common Stock divided by a value determined as follows: for such fiscal year (ior partial fiscal year, if applicable) if exceeds the Common Stock is traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the Common Stock on such exchange on the five Business Days prior to the date on which the quarterly installment sum of the Incentive Fee is paid; Payments made during such fiscal year (ii) or partial fiscal year, if the Common Stock is not traded on a securities exchange but is actively traded over-the-counterapplicable), the value Company shall be deemed to be pay Manager the average amount of the closing bids or sales pricessuch underpayment, as applicable, on the five Business Days prior subject to the provisions of Section 8(d)(iii), within fifteen (15) days after the date on which Manager delivers such calculation to the quarterly installment Board of Directors. If the amount of the Incentive Fee for such fiscal year (or partial fiscal year, if applicable) is paid; and less than the sum of the Incentive Fee Payments made during such fiscal year (iiior partial fiscal year, if applicable), Manager shall refund to the Company the amount of such overpayment, in cash, within fifteen (15) if days after the Common Stock is neither traded on a securities exchange nor actively traded over-the-counter, the value shall be the fair market value thereof, as reasonably determined in good faith by date Manager delivers such calculation to the Board of Directors (including a majority of the Independent Directors) of the Company. (dv) If at any time the Manager shall, in connection with a determination The provisions of the value of the Common Stock made by the Board of Directors pursuant to this Section 9(c)(iii8(d) hereof, (i) dispute such determination in good faith by more than five percent (5%), and (ii) such dispute cannot be resolved between the Independent Directors and the Manager within 10 Business Days after the Manager provides written notice to the Company of such dispute (the “Valuation Notice”), then the matter shall be resolved by an independent appraiser of recognized standing selected jointly by the Independent Directors and the Manager within not more than 20 days after the Valuation Notice. In the event the Independent Directors and the Manager cannot agree with respect to such selection within the aforesaid 20 day time-frame, the Independent Directors shall select one such independent appraiser and the Manager shall select one independent appraiser within five Business Days after survive the expiration or earlier termination of the 20 day period, with one additional such appraiser (the “Last Appraiser”) to be selected by the appraisers so designated within five Business Days after their selection. Any valuation decision made by the Last Appraiser shall be deemed final and binding upon the Board of Directors and the Manager and shall be delivered to the Manager and the Board of Directors within not more than 15 days after the selection of the Last Appraiser. The expenses of the appraisal shall be paid by the party with the estimate which deviated the furthest from the final valuation decision made by the independent appraisersthis Agreement.

Incentive Fee. An incentive fee (athe "Cabot Incentive Fee") ------------- shall be payable to the Advisor based in whole or in part on the cumulative performance of the portfolio of Projects owned by Cabot during the relevant Calculation Period (as defined in the Operating Agreement), on the terms and conditions set forth in this paragraph 7. While the Advisor may be eligible for payment of an Incentive Fee Advance based on Cabot's performance and the returns to Cabot as of the Interim Calculation Date, the final Cabot Incentive Fee ultimately earned by the Advisor cannot be determined with certainty until the Final Calculation Date for the Incentive Fee as described in the Operating Agreement (the "Calwest Incentive Fee") when the cumulative performance of the Properties and the Calwest Projects (including the Properties) is measured over the relevant Calculation Period (as those terms are defined in the Operating Agreement). The Cabot Incentive Fee shall be payable in arrears, in quarterly installments commencing with the quarter in which this Agreement is executed. The Manager shall compute each quarterly installment of the Incentive Fee within 45 days after the end of the fiscal quarter with respect to which such installment is payable. A copy of the computations made by the Manager to calculate such installment shall thereafter promptly be delivered equal to the Board greater of Directors and, upon such delivery, payment of such installment of (A) zero or (B) the Incentive Fee shown therein shall, subject in any event to Section 13(a) of this Agreement, be due and payable no later than the date which is five Business Days after the date of delivery to the Board of Directors of such computations. (b) Each installment of the Incentive Fee shall be payable as follows: difference between (i) one hundred percent (100%) of the Calwest Incentive Fee will be payable in shares which is calculated by including all Cash Inflows and Cash Outflows of Common Stock; provided, however, the percentage of the Incentive Fee payable in shares of Common Stock is subject Calwest including those related to the following: (1) the ownership of such shares by the Manager does not violate the limit on ownership of Common Stock set forth in the Company’s Governing Instruments, after giving effect to any waiver from such limit that the Board of Directors may grant to the Manager or its Affiliates in the future Cabot and (2) the Company’s issuance of such shares to the Manager complies with all applicable restrictions under U.S. federal securities laws and the rules of the NYSE; and (ii) the remaining portion of the Calwest Incentive Fee that which is not payable in shares calculated by excluding from the calculation of Common Stock pursuant all Cash Inflows and Cash Outflows of Calwest those which are related to Section 9(b)(i)Cabot. Notwithstanding the foregoing, if any, will be payable in cash. (c) The number of shares of Common Stock payable as the Incentive Fee to be issued to the Manager will be equal to the dollar amount of the portion of the quarterly installment of the Incentive Fee payable in shares of Common Stock divided by a value determined as follows: (i) if the Common Stock is traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the Common Stock on such exchange on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; (ii) if the Common Stock is not traded on a securities exchange but is actively traded over-the-counter, the value shall be deemed to be the average of the closing bids or sales prices, as applicable, on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; and (iii) if the Common Stock is neither traded on a securities exchange nor actively traded over-the-counter, the value shall be the fair market value thereof, as reasonably determined in good faith by the Board of Directors (including a majority of the Independent Directors) of the Company. (d) If at any time the Manager shall, in connection with a determination of the value of the Common Stock made by the Board of Directors pursuant to Section 9(c)(iii) hereof, (i) dispute such determination in good faith by more than five percent (5%), and (ii) such dispute cannot be resolved between the Independent Directors and the Manager within 10 Business Days after the Manager provides written notice to the Company of such dispute (the “Valuation Notice”), then the matter shall be resolved by an independent appraiser of recognized standing selected jointly by the Independent Directors and the Manager within not more than 20 days after the Valuation Notice. In the event the Independent Directors and the Manager cannot agree with respect to such selection within the aforesaid 20 day time-framecertain limited liability company agreements, joint venture agreements, partnership agreements, operating agreements or other similar agreements (collectively, the Independent Directors "Joint Venture Agreements") which Cabot has previously entered into with XX Xxxxxx Partners, GE Capital Real Estate and Teachers Insurance and Annuity Association - College Retirement Fund (collectively, the "Joint Ventures"), Advisor has assumed the day-to-day responsibilities of advising and managing the Joint Ventures and shall select one such independent appraiser and collect the Manager shall select one independent appraiser within five Business Days after the expiration of the 20 day period, with one additional such appraiser (the “Last Appraiser”) to be selected fees payable by the appraisers so designated within five Business Days after Joint Ventures to Cabot pursuant to their selectionrespective Joint Venture Agreements. Any valuation decision made by the Last Appraiser shall be deemed final and binding upon the Board of Directors and the Manager and shall be delivered The fees payable to the Manager and Advisor with respect to the Board of Directors within not more than 15 days after Joint Ventures will be subject to the selection of the Last Appraiser. The expenses of the appraisal shall be paid by the party with the estimate which deviated the furthest from the final valuation decision made by the independent appraisersfollowing provsions.

Incentive Fee. At the end of each calendar quarter of the Fund (aand at certain other times), the Manager (or, to the extent permitted by applicable law, an affiliate of the Manager) The will be entitled to receive an Incentive Fee shall be payable in arrearsequal to 10% of the excess, in quarterly installments commencing with if any, of (i) the quarter in which this Agreement is executednet profits of the Fund for the relevant period over (ii) the then balance, if any, of the Loss Recovery Account (as defined below) (the “Incentive Fee”). The Manager shall compute each quarterly installment For the purposes of the Incentive Fee within 45 days after and Loss Recovery Account (as defined below), the term “net profits” shall mean the amount by which (i) the sum of (A) the net asset value of the Fund as of the end of such quarter, (B) the fiscal aggregate repurchase price of all shares repurchased by the Fund during such quarter with and (C) the amount of dividends and other distributions paid in respect to which such installment is payable. A copy of the computations made Fund during such quarter and not reinvested in additional shares through the Fund’s dividend reinvestment plan (“DRP”) exceeds (ii) the sum of (X) the net asset value of the Fund as of the beginning of such quarter and (Y) the aggregate issue price of shares of the Fund issued during such quarter (excluding any shares of such class issued in connection with the reinvestment through the DRP of dividends paid, or other distributions made, by the Manager to calculate such installment shall thereafter promptly be delivered to Fund through the Board of Directors and, upon such delivery, payment of such installment of the Incentive Fee shown therein shall, subject in any event to Section 13(a) of this Agreement, be due and payable no later than the date which is five Business Days after the date of delivery to the Board of Directors of such computationsDRP). (b) Each installment of the Incentive Fee shall be payable as follows: (i) one hundred percent The Fund will maintain a memorandum account (100%the “Loss Recovery Account”), which will have an initial balance of zero and will be (i) increased upon the close of each calendar quarter of the Incentive Fee will be payable in shares of Common Stock; provided, however, Fund by the percentage amount of the Incentive Fee payable in shares net losses of Common Stock is subject to the following: (1) Fund for the ownership of such shares by the Manager does not violate the limit on ownership of Common Stock set forth in the Company’s Governing Instrumentsquarter, after before giving effect to any waiver from repurchases or distributions for such limit that the Board of Directors may grant to the Manager or its Affiliates in the future and (2) the Company’s issuance of such shares to the Manager complies with all applicable restrictions under U.S. federal securities laws and the rules of the NYSE; and (ii) the remaining portion of the Incentive Fee that is not payable in shares of Common Stock pursuant to Section 9(b)(i), if any, will be payable in cash. (c) The number of shares of Common Stock payable as the Incentive Fee to be issued to the Manager will be equal to the dollar amount of the portion of the quarterly installment of the Incentive Fee payable in shares of Common Stock divided by a value determined as follows: (i) if the Common Stock is traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the Common Stock on such exchange on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; (ii) if the Common Stock is not traded on a securities exchange but is actively traded over-the-counter, the value shall be deemed to be the average of the closing bids or sales prices, as applicable, on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; and (iii) if the Common Stock is neither traded on a securities exchange nor actively traded over-the-counter, the value shall be the fair market value thereof, as reasonably determined in good faith by the Board of Directors (including a majority of the Independent Directors) of the Company. (d) If at any time the Manager shall, in connection with a determination of the value of the Common Stock made by the Board of Directors pursuant to Section 9(c)(iii) hereof, (i) dispute such determination in good faith by more than five percent (5%)quarter, and (ii) such dispute candecreased (but not be resolved between below zero) upon the Independent Directors and close of each calendar quarter by the Manager within 10 Business Days after amount of the Manager provides written notice to net profits of the Company Fund for the quarter. For purposes of the Loss Recovery Account, the term “net losses” shall mean the amount by which (i) the sum of (A) the net asset value of the Fund as of the beginning of such dispute quarter and (B) the aggregate issue price of shares of the Fund issued during such quarter (excluding any shares of such class issued in connection with the reinvestment of dividends paid, or other distributions made, by the Fund through the DRP) exceeds (ii) the sum of (X) the net asset value of the Fund as of the end of such quarter, (Y) the aggregate repurchase price of all shares repurchased by the Fund during such quarter and (Z) the amount of dividends and other distributions paid in respect of the Fund during such quarter and not reinvested in additional shares through the DRP. For purposes of the “Valuation Notice”), then the matter shall be resolved by an independent appraiser of recognized standing selected jointly by the Independent Directors and the Manager within not more than 20 days after the Valuation Notice. In the event the Independent Directors and the Manager cannot agree with respect to such selection within the aforesaid 20 day time-framenet losses” calculation, the Independent Directors net asset value shall select one include unrealized appreciation or depreciation of investments and realized income and gains or losses and expenses (including offering and organizational expenses). Incentive Fees are accrued monthly and paid quarterly. For purposes of calculating Incentive Fees, such independent appraiser and the Manager shall select one independent appraiser within five Business Days after the expiration of the 20 day period, with one additional such appraiser (the “Last Appraiser”) to be selected by the appraisers so designated within five Business Days after their selection. Any valuation decision made by the Last Appraiser shall be deemed final and binding upon the Board of Directors and the Manager and shall be delivered to the Manager and the Board of Directors within accruals are not more than 15 days after the selection of the Last Appraiser. The expenses of the appraisal shall be paid by the party with the estimate which deviated the furthest deducted from the final valuation decision made by the independent appraisersnet asset value.

Incentive Fee. (a) The Incentive Fee In addition to the Base Fee, if for any full calendar year during the term of this Agreement, the Company has achieved a "Return on Costs" greater than [*], all as determined as set forth below, Operating Member shall be payable in arrears, in quarterly installments commencing with entitled to an incentive fee for such calendar year equal to the quarter in which this Agreement is executed. The Manager shall compute each quarterly installment product of (i) the Incentive Fee within 45 days after aggregate Contributions made by the Members to the Company (calculated as of the end of the fiscal quarter with respect to which such installment is payableapplicable calendar year) times (ii) [*] percent [*]. A copy of In addition, if for any full calendar year during the computations made by the Manager to calculate such installment shall thereafter promptly be delivered to the Board of Directors and, upon such delivery, payment of such installment of the Incentive Fee shown therein shall, subject in any event to Section 13(a) term of this Agreement, the Company has achieved a "Return on Costs" greater than [*], all as determined as set forth below, Operating Member shall be due and payable no later than the date which is five Business Days after the date of delivery entitled to an additional incentive fee for such calendar year equal to the Board product of Directors of such computations. (b) Each installment of the Incentive Fee shall be payable as follows: (i) one hundred percent (100%) of the Incentive Fee will be payable in shares of Common Stock; provided, however, the percentage of the Incentive Fee payable in shares of Common Stock is subject to the following: (1) the ownership of such shares by the Manager does not violate the limit on ownership of Common Stock set forth in the Company’s Governing Instruments, after giving effect to any waiver from such limit that the Board of Directors may grant to the Manager or its Affiliates in the future and (2) the Company’s issuance of such shares to the Manager complies with all applicable restrictions under U.S. federal securities laws and the rules of the NYSE; and (ii) the remaining portion aggregate Contributions made by the Members to the Company (calculated as of the Incentive Fee that end of the applicable calendar year) times (ii) [*] percent [*]. Such amount or amounts shall be payable annually in arrears within fifteen (15) days after Return on Costs is not calculated and verified for such calendar year. If the payment of the incentive fee causes Return on Costs to be less than [*] or [*], as the case may be, the incentive fee shall be reduced to an amount which will result in Return on Costs to equal [*] or [*], as the case may be. For purposes of this provision, "Return on Costs" shall be calculated in accordance with the following formula: Return on Costs= NOI/TC where, NOI equals the amount by which (i) the gross operating receipts of the Company and each Subsidiary Company for such calendar year (but excluding any gross receipts arising out of a Capital Transaction or any duplication of receipts between the Company and any Subsidiary Company) exceeds the sum of (ii) (a) the gross operating expenses of the Company and each Subsidiary Company for such calendar year, including without limitation, real estate taxes, insurance, utility costs and the fees and expenses payable to the Operating Member hereunder (excluding incentive fees), rental payments and the like (but excluding debt service payments, capital expenditures and other expenditures of a capital nature (such capital expenditures and expenses, "Capital Expenditures") and additions to reserves); and (b) an annual capital expense reserve equal to 4% of the amount of gross operating receipts set forth in shares (i) above (the "Annual Capital Expense Reserve"); and TC equals the sum of Common Stock pursuant to Section 9(b)(i)(i) all Acquisition/Redevelopment Costs of the Properties incurred by the Company and each Subsidiary Company, including, without limitation, all Capital Expenditures Approved as part of the Acquisition/Redevelopment Budget (such Capital Expenditures, the "Anticipated Capital Expenditures") and (ii) the amount, if any, will be payable in cash. (c) The number of shares of Common Stock payable as by which the Incentive Fee to be issued to the Manager will be equal to the dollar aggregate amount of the portion of the quarterly installment of the Incentive Fee payable in shares of Common Stock divided by a value determined as follows: all Capital Expenditures other than Anticipated Capital Expenditures (i) if the Common Stock is traded on a securities exchangesuch Capital Expenditures, the value "Unanticipated Capital Expenditures") exceed the aggregate reserves established by the Company and each Operating Company for all Unanticipated Capital Expenditures (such reserves shall be deemed to be equal the average cumulative total of the closing prices Annual Capital Expense Reserve from the inception of the Common Stock Company through the end of the applicable calendar year). In calculating Return on Costs, appropriate adjustments shall be made to NOI and TC to reflect the purchase or sale of any Property during the applicable calendar year. EXHIBIT G-2 REIMBURSABLE EXPENSES The Operating Member will only be entitled to reimbursement of Third Party costs and expenses reasonably incurred if such exchange on the five Business Days prior expenses consist of Pursuit Costs or have otherwise been Approved in an Approved Budget as costs to be reimbursed to the date on which Operating Member. In no event shall the quarterly installment of the Incentive Fee is paid; Operating Member be entitled to any reimbursement for any Excluded Cost. The following expenses or costs (ii"Excluded Costs") if the Common Stock is not traded on a securities exchange but is actively traded over-the-counter, the value shall be deemed to be the average of the closing bids or sales prices, as applicable, on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; and (iii) if the Common Stock is neither traded on a securities exchange nor actively traded over-the-counter, the value shall be the fair market value thereof, as reasonably determined in good faith by the Board of Directors (including a majority of the Independent Directors) of the Company. (d) If at any time the Manager shall, incurred in connection with a determination the services to be provided by Operating Member hereunder will be at the sole cost and expense of Operating Member and will not be reimbursed by the Company or any Subsidiary Company from the Property Account or otherwise: - Costs incurred by Operating Member for salary and wages, payroll taxes, workmen's compensation, bonus compensation, incentive compensation, retirement plan payments, travel expenses and other benefits payable to Operating Member's employees; - Costs incurred by Operating Member for in-house accounting and reporting systems, software or services, furnished by Operating Member under this Agreement, as distinguished from third party accounting and reporting costs (as for example, the annual auditing costs of accountants); - Costs incurred by Operating Member for forms, papers, ledgers and other supplies, equipment, copying and telephone of any kind used in Operating Member's office at any location other than the Properties; - Costs incurred by Operating Member for electronic data processing equipment, systems software or services, or any pro rata charge therefor; - Costs incurred by Operating Member for political contributions; - Costs incurred by Operating Member for advances made to employees and cost of travel by Operating Member's employees or agents other than reasonable and customary travel to and from the Properties in connection with the performance of Operating Member's services hereunder; - Costs attributable to losses which are covered by the indemnity obligations of Operating Member; - Costs incurred by Operating Member for comprehensive crime insurance or fidelity bonds purchased by Operating Member for its own account; - Costs incurred by Operating Member for training and hiring expenses, including but not limited to employment and employment agency fees; - Costs incurred by Operating Member for any insurance carried by Operating Member, whether or not required to be carried by Operating Member under this Agreement; - Costs incurred by Operating Member for advertising expenses of Operating Member not related to marketing any Property for lease; - Costs incurred by Operating Member for dues of Operating Member or any of its employees in professional organizations or for any of Operating Member's employees participating in industry conventions or meetings; EXHIBIT H PORTFOLIO BUSINESS PLAN The Portfolio Business Plan shall set forth the overall strategic plan for acquiring, asset managing, leasing, financing and disposing of the value Properties, general guidelines for the development of individual Asset Business Plans, including, but not limited to the Company's general leasing and financial strategy, policies and procedures, forms of all required statements and reports, any proposed changes (unless previously approved by the Class A Member) to forms of any documents required to be approved by the Class A Member, the format of Asset Business Plans, the form, scope and content of all required budgets, financial projections taking into account the entire capital structure of the Common Stock made by Company and such other matters pertaining to the Board ownership, leasing and asset management of Directors pursuant to Section 9(c)(iii) hereof, (i) dispute such determination in good faith by more than five percent (5%), and (ii) such dispute cannot be resolved between the Independent Directors Properties and the Manager within 10 Business Days after performance of Operating Member's services hereunder as the Manager provides written notice to the Company of such dispute (the “Valuation Notice”), then the matter shall be resolved by an independent appraiser of recognized standing selected jointly by the Independent Directors and the Manager within not more than 20 days after the Valuation Notice. In the event the Independent Directors and the Manager cannot agree with respect to such selection within the aforesaid 20 day time-frame, the Independent Directors shall select one such independent appraiser and the Manager shall select one independent appraiser within five Business Days after the expiration of the 20 day period, with one additional such appraiser (the “Last Appraiser”) to be selected by the appraisers so designated within five Business Days after their selection. Any valuation decision made by the Last Appraiser shall be deemed final and binding upon the Board of Directors and the Manager and shall be delivered to the Manager and the Board of Directors within not more than 15 days after the selection of the Last Appraiser. The expenses of the appraisal shall be paid by the party with the estimate which deviated the furthest from the final valuation decision made by the independent appraisersClass A Member may reasonably specify.

Incentive Fee. (a) The Company will pay to the Investment Adviser an Incentive Fee shall be payable in arrears, in quarterly installments commencing with the quarter in which this Agreement is executed. The Manager shall compute each quarterly installment of the Incentive Fee within 45 days after the end of the fiscal quarter with respect to which such installment is payable. A copy of the computations made by the Manager to calculate such installment shall thereafter promptly be delivered to the Board of Directors and, upon such delivery, payment of such installment of the Incentive Fee shown therein shall, subject in any event to Section 13(a) of this Agreement, be due and payable no later than the date which is five Business Days after the date of delivery to the Board of Directors of such computations. (b) Each installment of the Incentive Fee shall be payable as follows: (i) one hundred percent (100%) of the a. First, no Incentive Fee will be payable in shares of Common Stock; providedto the Investment Adviser until the Company has made cumulative distributions pursuant to this clause (a) equal to aggregate Contributed Capital (as defined below); b. Second, howeverno Incentive Fee will be payable to the Investment Adviser until the Company has made cumulative distributions pursuant to this clause (b) equal to a 7% return per annum, compounded annually, on aggregate unreturned Contributed Capital, from the date each capital contribution is made through the date such capital has been returned; c. Third, subject to clauses (a) and (b), the percentage Investment Adviser will be entitled to an Incentive Fee equal to 100% of all amounts designated by the Company for distribution and Incentive Fee payments, until such time as the cumulative Incentive Fee paid to the Investment Adviser pursuant to this clause (c) is equal to 15% of the amount by which the sum of (i) cumulative distributions to holders of Units (“Unitholders”) pursuant to clauses (a) and (b) above and (ii) the cumulative Incentive Fee paid to the Investment Adviser pursuant to this clause (c) exceeds Contributed Capital; and d. Fourth, at any time that clause (c) has been satisfied, the Investment Adviser will be entitled to an Incentive Fee equal to 15% of all amounts designated by the Company for distribution and Incentive Fee payments. The Incentive Fee will be calculated on a cumulative basis and the amount of the Incentive Fee payable prior to a proposed distribution will be determined and, if applicable, paid in shares of Common Stock is subject accordance with the foregoing formula each time amounts are to be distributed to the following: (1) the ownership of such shares Unitholders. The Incentive Fee is a fee owed by the Manager does not violate the limit on ownership of Common Stock set forth in the Company’s Governing Instruments, after giving effect to any waiver from such limit that the Board of Directors may grant Company to the Manager or its Affiliates in the future Investment Adviser and (2) the Company’s issuance is not paid out of such shares distributions made to Unitholders. Notwithstanding anything to the Manager complies contrary herein, in no event will an amount be paid with all applicable restrictions under U.S. federal securities laws and the rules of the NYSE; and (ii) the remaining portion of the Incentive Fee that is not payable in shares of Common Stock pursuant respect to Section 9(b)(i), if any, will be payable in cash. (c) The number of shares of Common Stock payable as the Incentive Fee to be issued to the Manager will be equal to extent it would exceed the dollar amount of the portion of the quarterly installment of the Incentive Fee payable limitations set forth in shares of Common Stock divided by a value determined as follows: (i) if the Common Stock is traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the Common Stock on such exchange on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; (ii) if the Common Stock is not traded on a securities exchange but is actively traded over-the-counter, the value shall be deemed to be the average of the closing bids or sales prices, as applicable, on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; and (iii) if the Common Stock is neither traded on a securities exchange nor actively traded over-the-counter, the value shall be the fair market value thereof, as reasonably determined in good faith by the Board of Directors (including a majority of the Independent DirectorsSection 205(b)(3) of the CompanyAdvisers Act. (d) If at any time the Manager shall, in connection with a determination of the value of the Common Stock made by the Board of Directors pursuant to Section 9(c)(iii) hereof, (i) dispute such determination in good faith by more than five percent (5%), and (ii) such dispute cannot be resolved between the Independent Directors and the Manager within 10 Business Days after the Manager provides written notice to the Company of such dispute (the “Valuation Notice”), then the matter shall be resolved by an independent appraiser of recognized standing selected jointly by the Independent Directors and the Manager within not more than 20 days after the Valuation Notice. In the event the Independent Directors and the Manager cannot agree with respect to such selection within the aforesaid 20 day time-frame, the Independent Directors shall select one such independent appraiser and the Manager shall select one independent appraiser within five Business Days after the expiration of the 20 day period, with one additional such appraiser (the “Last Appraiser”) to be selected by the appraisers so designated within five Business Days after their selection. Any valuation decision made by the Last Appraiser shall be deemed final and binding upon the Board of Directors and the Manager and shall be delivered to the Manager and the Board of Directors within not more than 15 days after the selection of the Last Appraiser. The expenses of the appraisal shall be paid by the party with the estimate which deviated the furthest from the final valuation decision made by the independent appraisers.

Incentive Fee. (a) The Incentive Fee shall be payable in arrears, in quarterly installments commencing with Provided the quarter in which this Agreement is executed. The Manager shall compute each quarterly installment aggregate amount of the Investment Amounts, for one more Investment Pools, equals or exceeds $250,000,000, Värde agrees that it will pay or cause to be paid to FC Diversified an amount (the “Incentive Fee within 45 days after Fee”) equal to *****(1) of all distributions (“Member Distributions”) paid to the end members of the fiscal quarter Acquisition Entity or Acquisition Entities with respect to which each Investment Pool after such installment is payable. A copy of the computations made by the Manager to calculate such installment shall thereafter promptly be delivered to the Board of Directors and, upon such delivery, payment of such installment of the Incentive Fee shown therein shall, subject in any event to Section 13(a) of this Agreement, be due and payable no later than the date which is five Business Days after the date of delivery to the Board of Directors of such computations. (b) Each installment of the Incentive Fee shall be payable as follows: members have received (i) one hundred percent a return of all capital contributions made with respect to the Investments in such Investment Pool plus (100%ii) of the *****(1) per annum return thereon. The Incentive Fee will be payable paid quarterly in shares arrears on each April 15, July 15, October 15 and January 15. For the sake of Common Stock; providedclarity, however, the percentage of the Incentive Fee payable in shares of Common Stock is subject to the following: (1) the ownership of such shares by the Manager does not violate the limit on ownership of Common Stock set forth in the Company’s Governing Instruments, after giving effect to any waiver from such limit extent that the Board of Directors may grant to the Manager or its Affiliates in the future and (2) the Company’s issuance of such shares to the Manager complies with all applicable restrictions under U.S. federal securities laws and the rules of the NYSE; and (ii) the remaining portion of the Incentive Fee that is not payable in shares of Common Stock pursuant to Section 9(b)(i), if any, will be payable in cash. (c) The number of shares of Common Stock payable as the Incentive Fee to be issued to the Manager will be equal to the dollar amount of the portion of the quarterly installment of the Incentive Fee payable in shares of Common Stock divided by a value determined as follows: (i) if the Common Stock is traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the Common Stock on such exchange on the five Business Days there have been Member Distributions prior to the date on which the quarterly installment aggregate amount of the Investment Amounts for such Investment Pool(s) equals or exceeds $250,000,000, then the first payment of the Incentive Fee is paid; (ii) if the Common Stock is not traded on a securities exchange but is actively traded over-the-counter, the value shall include payment of any deferred Incentive Fee with respect to such Member Distributions. All Incentive Fee payments hereunder shall be deemed to be the average of the closing bids or sales prices, as applicable, on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; and (iii) if the Common Stock is neither traded on a securities exchange nor actively traded over-the-counter, the value shall be the fair market value thereof, as reasonably determined in good faith by the Board of Directors (including a majority of the Independent Directors) of the Company. (d) If at any time the Manager shall, in connection with a determination of the value of the Common Stock made by the Board wire transfer or ACH of Directors pursuant immediately available U.S. funds to Section 9(c)(iii) hereof, (i) dispute such determination in good faith an account or accounts designated by more than five percent (5%), and (ii) such dispute cannot be resolved between the Independent Directors and the Manager within 10 Business Days after the Manager provides written notice to the Company of such dispute (the “Valuation Notice”), then the matter shall be resolved by an independent appraiser of recognized standing selected jointly by the Independent Directors and the Manager within not more than 20 days after the Valuation NoticeFC Diversified. In the event that the Independent Directors and due date of any payment is not a Business Day, then the Manager cannot agree with respect to such selection within the aforesaid 20 day time-frame, the Independent Directors shall select one such independent appraiser and the Manager shall select one independent appraiser within five Business Days after the expiration due date of the 20 day period, with one additional such appraiser payment shall be the next Business Day. (the 1) THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “Last AppraiserCOMMISSION”) to be selected by the appraisers so designated within five Business Days after their selectionPURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. Any valuation decision made by the Last Appraiser shall be deemed final and binding upon the Board of Directors and the Manager and shall be delivered to the Manager and the Board of Directors within not more than 15 days after the selection of the Last AppraiserACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. The expenses of the appraisal shall be paid by the party with the estimate which deviated the furthest from the final valuation decision made by the independent appraisersOMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.

Incentive Fee. At the end of each fiscal quarter, the Investment Manager shall be entitled to an incentive fee (athe "Incentive Fee") equal to 25% of the increase in the NAV of each series of Class A Shares held by the Investor (adjusted proportionately for distributions and redemptions of Shares) above the higher of the NAV of such series at the date (i) at which each such series was issued and (ii) the date immediately following the date that an Incentive Fee was last paid in respect of such series (such highest NAV per Share for the Investor with respect to a fiscal quarter being called its "Prior High NAV"). The Incentive Fee shall will also be payable in arrears, in quarterly installments commencing with the quarter in which this Agreement is executed. The Manager shall compute each quarterly installment of the Incentive Fee within 45 days after paid other than at the end of the fiscal quarter with respect to which such installment is payable. A copy a partial or complete redemption of the computations made Investor's Shares and upon the winding-up and liquidation of the Fund. The Prior High NAV shall be proportionately adjusted to account for redemptions by the Manager to calculate such installment shall thereafter promptly be delivered to the Board Investor in a series of Directors andShares. Except as otherwise described herein, upon such delivery, payment of such installment of the Incentive Fee shown therein shall, subject in any event to Section 13(a) of this Agreement, be due and payable no later than the date which is five Business Days after the date of delivery to the Board of Directors of such computations. (b) Each installment of the Incentive Fee shall be payable as follows: paid by the Investor in common stock of Imation Corp at a fixed price of (i) one hundred percent effective as of the Effective Date through April 30, 2016, $1.00 per share and (100%ii) effective as of May 1, 2016, $1.80 per share (such common stock price, the "Share Price"); provided that if the daily volume weighted average price ("VWAP") of common stock of Imation Corp is above $1.80 per share for 25 Business Days in any 30 consecutive Business Day period (the Incentive Fee "Trigger") the Share Price resets to a 15% premium to such 30-day VWAP. Following the occurrence of the Trigger, the parties hereto shall agree to mutually agree upon the terms and conditions, including the price per share, at which the Share Price will be payable in shares of Common Stockreset thereafter; provided, however, the percentage of the Incentive Fee payable in shares of Common Stock is provided that such terms and conditions (including price per share) shall be subject to the following: (1) the ownership of such shares by the Manager does not violate the limit on ownership of Common Stock set forth in the Company’s Governing Instruments, after giving effect to any waiver from such limit that the Board of Directors may grant to the Manager or its Affiliates in the future and (2) the Company’s issuance of such shares to the Manager complies with all applicable restrictions under U.S. federal securities laws and the rules approval of the NYSE; and independent board committee of Imation Corp (ii) the remaining portion of "Committee"). If the Incentive Fee that is not payable in shares of Common Stock pursuant Investor fails to Section 9(b)(i), if any, will be payable in cash. (c) The number of shares of Common Stock payable as pay the Incentive Fee to be issued to the Investment Manager will be equal to the dollar amount within 20 days of the portion of the quarterly installment of quarter-end for which such Incentive Fee is due, the Incentive Fee payable in shares of Common Stock divided by a value determined as follows: (i) if the Common Stock is traded on a securities exchange, the value shall be deemed to be paid in cash at the average fair value of such the closing prices common stock of the Common Stock on such exchange on the five Business Days prior to Imation Corp as of the date on which the quarterly installment Incentive Fee was due (i.e. if the Investor owes the Investment Manager 1 million shares of common stock at $1.00 per share and as of the date such Incentive Fee is paid; (ii) if due the Common Stock common stock is not traded on a securities exchange but is actively traded over-the-countertrading at $1.50 per share, the value Investor shall be deemed to be pay the average of the closing bids or sales prices, as applicable, on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; and (iii) if the Common Stock is neither traded on a securities exchange nor actively traded over-the-counter, the value shall be the fair market value thereof, as reasonably determined Investment Manager $1.5 million in good faith by the Board of Directors (including a majority of the Independent Directors) of the Companycash). (d) If at any time the Manager shall, in connection with a determination of the value of the Common Stock made by the Board of Directors pursuant to Section 9(c)(iii) hereof, (i) dispute such determination in good faith by more than five percent (5%), and (ii) such dispute cannot be resolved between the Independent Directors and the Manager within 10 Business Days after the Manager provides written notice to the Company of such dispute (the “Valuation Notice”), then the matter shall be resolved by an independent appraiser of recognized standing selected jointly by the Independent Directors and the Manager within not more than 20 days after the Valuation Notice. In the event the Independent Directors and the Manager cannot agree with respect to such selection within the aforesaid 20 day time-frame, the Independent Directors shall select one such independent appraiser and the Manager shall select one independent appraiser within five Business Days after the expiration of the 20 day period, with one additional such appraiser (the “Last Appraiser”) to be selected by the appraisers so designated within five Business Days after their selection. Any valuation decision made by the Last Appraiser shall be deemed final and binding upon the Board of Directors and the Manager and shall be delivered to the Manager and the Board of Directors within not more than 15 days after the selection of the Last Appraiser. The expenses of the appraisal shall be paid by the party with the estimate which deviated the furthest from the final valuation decision made by the independent appraisers.

Incentive Fee. (a) At the end of each calendar quarter, the Investment Manager shall be entitled to receive an incentive fee (the “Incentive Fee”) equal to the difference between (x) the product of (A) 15% and (B) the difference between (1) Core Earnings of the Company for the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), and (2) the product of (I) the weighted average of the Company’s Net Asset Value of the three previous calendar quarters (or such lesser number of completed calendar quarters, if applicable) and the Company’s Net Asset Value as of the beginning of the then current calendar quarter, and (II) 6% per annum, and (y) the sum of the Incentive Fee previously paid to the Investment Manager with respect to the first three calendar quarters of the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable); provided, that no Incentive Fee shall be payable to the Investment Manager with respect to any calendar quarter unless the Core Earnings for the twelve (12) most recently completed calendar quarters (or such lesser number of completed calendar quarters following the Initial Closing Date) is greater than zero. The Incentive Fee shall be payable prorated for partial periods, to the extent necessary, based on the number of days elapsed or remaining in arrearssuch periods as the case may be. Unless otherwise determined by the Investment Manager, in quarterly installments commencing with the Company’s Net Asset Value at the beginning of a calendar quarter in which for purposes of this Agreement is executed. The Manager shall compute each quarterly installment of the Incentive Fee within 45 days after calculation shall be equal to the Company’s Net Asset Value as of the end of the fiscal previous calendar quarter with respect to which such installment is payableas increased by Capital Contributions and decreased by repurchases. A copy Table of the computations made by the Manager to calculate such installment shall thereafter promptly be delivered to the Board of Directors and, upon such delivery, payment of such installment of the Incentive Fee shown therein shall, subject in any event to Section 13(a) of this Agreement, be due and payable no later than the date which is five Business Days after the date of delivery to the Board of Directors of such computations.Contents (b) Each installment For purposes of the Incentive Fee shall be payable as follows: foregoing, “Core Earnings” means the net income (loss) attributable to the holders of Units, computed in accordance with GAAP, including realized gains and losses not otherwise included in net income (loss), and excluding (i) one hundred percent (100%) of the Incentive Fee will be payable in shares of Common Stock; providedFee, however, the percentage of the Incentive Fee payable in shares of Common Stock is subject to the following: (1) the ownership of such shares by the Manager does not violate the limit on ownership of Common Stock set forth in the Company’s Governing Instruments, after giving effect to any waiver from such limit that the Board of Directors may grant to the Manager or its Affiliates in the future and (2) the Company’s issuance of such shares to the Manager complies with all applicable restrictions under U.S. federal securities laws and the rules of the NYSE; and (ii) the remaining portion of the Incentive Fee that is not payable in shares of Common Stock pursuant to Section 9(b)(i)depreciation and amortization, if any, will be payable in cash. (c) The number of shares of Common Stock payable as the Incentive Fee to be issued to the Manager will be equal to the dollar amount of the portion of the quarterly installment of the Incentive Fee payable in shares of Common Stock divided by a value determined as follows: (i) if the Common Stock is traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the Common Stock on such exchange on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; (ii) if the Common Stock is not traded on a securities exchange but is actively traded over-the-counter, the value shall be deemed to be the average of the closing bids or sales prices, as applicable, on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; and (iii) if any unrealized gains or losses or other similar non-cash items that are included in net income for the Common Stock is neither traded on a securities exchange nor actively traded overApplicable Period, regardless of whether such items are included in other comprehensive income or loss or in net income and (iv) one-thetime events pursuant to changes in GAAP and certain material non-countercash income or expense items, in each case after discussions between the value shall be the fair market value thereof, as reasonably determined in good faith by Investment Manager and the Board of Directors (including and approved by a majority of the Independent Directors) of the CompanyBoard. (d) If at any time the Manager shall, in connection with a determination of the value of the Common Stock made by the Board of Directors pursuant to Section 9(c)(iii) hereof, (i) dispute such determination in good faith by more than five percent (5%), and (ii) such dispute cannot be resolved between the Independent Directors and the Manager within 10 Business Days after the Manager provides written notice to the Company of such dispute (the “Valuation Notice”), then the matter shall be resolved by an independent appraiser of recognized standing selected jointly by the Independent Directors and the Manager within not more than 20 days after the Valuation Notice. In the event the Independent Directors and the Manager cannot agree with respect to such selection within the aforesaid 20 day time-frame, the Independent Directors shall select one such independent appraiser and the Manager shall select one independent appraiser within five Business Days after the expiration of the 20 day period, with one additional such appraiser (the “Last Appraiser”) to be selected by the appraisers so designated within five Business Days after their selection. Any valuation decision made by the Last Appraiser shall be deemed final and binding upon the Board of Directors and the Manager and shall be delivered to the Manager and the Board of Directors within not more than 15 days after the selection of the Last Appraiser. The expenses of the appraisal shall be paid by the party with the estimate which deviated the furthest from the final valuation decision made by the independent appraisers.

Incentive Fee. (a) The Company shall pay the Manager an annual incentive fee (an “Incentive Fee”) in respect of each calendar year during which this Agreement was in effect for at least one day during the Term in an amount, not less than zero, equal to the product of (x) the amount by which CHC’s Fully-Diluted Adjusted EBITDA Per Share for such calendar year exceeds Target Adjusted EBITDA Per Share, multiplied by (y) the Weighted Average Number of CSEs outstanding during such calendar year, multiplied by (z) ten percent (10%). The Incentive Fee payable in respect of the first and, if applicable, the last calendar year during which this Agreement is in effect shall be prorated, based on the number of days in such year that this Agreement is in effect divided by 365. The Incentive Fee shall be due and payable with respect to each calendar year annually (and following the expiration or termination of this Agreement) in arrears, in quarterly installments commencing with the quarter in which this Agreement is executed. The Manager shall compute each quarterly installment of the Incentive Fee within 45 days after the end of the fiscal quarter with respect to which such installment is payable. A copy of the computations made by the Manager to calculate such installment shall thereafter promptly be delivered to the Board of Directors and, upon such delivery, payment of such installment of the Incentive Fee shown therein shall, subject in any event to Section 13(a) of this Agreement, be due and payable no not later than March 31 for the date which is five Business Days after the date of delivery to the Board of Directors of such computationsfollowing year. (b) Each installment The Incentive Fee for any calendar year shall be paid, at the election of the Incentive Fee shall be payable Board of Trustees, in cash or in Common Shares (valued as follows: provided in Section 7(c)), as indicated in a written notice delivered to the Manager no fewer than ten (i10) one hundred days prior to its payment; provided, however, that if such notice from the Board of Trustees states that more than fifty percent (10050%) of the Incentive Fee will is to be payable paid in shares of Common Stock; providedShares, however, then the percentage of the Incentive Fee payable in shares of Common Stock is subject Manager may provide a written notice to the following: (1) the ownership of such shares by the Manager does not violate the limit on ownership of Common Stock set forth in the Company’s Governing Instruments, after giving effect to any waiver from such limit Company requesting that the Board of Directors may grant to the Manager or its Affiliates in the future and (2) the Company’s issuance of such shares to the Manager complies with all applicable restrictions under U.S. federal securities laws and the rules of the NYSE; and (ii) the remaining portion of the Incentive Fee that is to be paid in Common Shares be reduced to a different percentage, but not payable less than 50%, in shares which case the Company shall pay the reduced portion in cash instead of in Common Stock pursuant to Section 9(b)(i), if any, will be payable in cashShares. (c) The number of shares of Common Stock payable as the Incentive Fee Shares to be issued to the Manager will be as payment of all or a portion of the Incentive Fee shall equal to the dollar amount of the portion of the quarterly installment of the Incentive Fee (or portion thereof) payable in shares of Common Stock Shares divided by a value determined as follows: (i) if the Common Stock is Shares are traded on a securities exchange, then the value shall be deemed to be the average of the closing prices of the Common Stock Shares on such exchange on during the five ten (10) Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; (ii) if the Common Stock is Shares are not traded on a securities exchange but is are actively traded over-the-counter, then the value shall be deemed to be the average of the closing bids or sales prices, as applicable, on during the five ten (10) Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; and (iii) if the Common Stock is neither Shares are not traded on a securities exchange nor or in the reasonable judgment of the Board of Trustees are not actively traded over-the-counter, then the value shall be the fair market value thereof, as reasonably determined in good faith by the Board of Directors (including a majority of the Independent Directors) of the CompanyTrustees. (d) If at any time the Manager shall, in connection with a determination of the value of the Common Stock Shares made by the Board of Directors Trustees pursuant to Section 9(c)(iii7(c)(iii) hereof, (i) dispute such determination in good faith by more than five percent (5%), and (ii) such dispute cannot be resolved between the Independent Directors Board of Trustees and the Manager within 10 ten (10) Business Days after the Manager provides written notice to the Company CHC of such dispute (the “Valuation Notice”), then the matter shall be resolved by an independent appraiser of nationally recognized standing selected jointly by the Independent Directors Board of Trustees and the Manager within not more than 20 twenty (20) days after CHC’s receipt of the Valuation Notice. In the event the Independent Directors Board of Trustees and the Manager cannot agree with respect to such selection within the aforesaid 20 day time-frametwenty (20)-day period, the Independent Directors Board of Trustees shall select one such independent appraiser and the Manager shall select one independent such appraiser within five (5) Business Days after the expiration of the 20 day twenty (20)-day period, with one additional such appraiser (the “Last Appraiser”) to be selected by the appraisers so designated within five (5) Business Days after their selection. Any valuation decision made by the Last Appraiser shall be deemed final and binding upon the Board of Directors Trustees and the Manager and shall be delivered to the Manager and the Board of Directors Trustees within not more than 15 fifteen (15) days after the selection of the Last Appraiser. The All fees and expenses of the appraisal any such appraiser shall be paid borne by the party to this Agreement whose calculation of the value of the Common Shares, as submitted to such appraiser, differs most from the determination of such amount by such appraiser. (e) Notwithstanding any dispute between the Manager and CHC as to the amount of the value of the Common Shares, the Company shall pay the Incentive Fee, which if any portion of such payment is to be in Common Shares, is valued at a share value reasonably determined by the Board of Trustees not later than March 31 of the year following the calendar year for which such payment is due. In such event, following the determination of the amount of the value of the Common Shares in accordance with the estimate provisions of this Section 7, then (i) the Manager shall promptly repay to the Company any amount it received but was not entitled to receive or (ii) the Company shall pay to the Manager any additional amount to which deviated the furthest from the final valuation decision made by the independent appraisersManager was entitled but was not paid.

Incentive Fee. (a) An Incentive Fee shall be payable during the term of this Agreement by AerCo to the Servicer for the Initial Period and each twelve month period (or other shorter fiscal period as agreed by the parties) thereafter (each an "INCENTIVE PERIOD") in the event that certain pre agreed financial targets are met or exceeded by AerCo in respect of any Incentive Period. The Servicer and AerCo agree to negotiate in good faith prior to the commencement of each Incentive Period in order to agree on a formula for calculating the Incentive Fee, with the objective that, in the event that AerCo meets the Approved Budget Target, the Incentive Fee will represent 30% of the total fees (to include the Retainer Fee, the Rental Fee and the Incentive Fee) which the Servicer receives in respect of such Incentive Period. In the event that the Servicer and AerCo cannot agree on a formula for calculating the Incentive Fee in respect of any Incentive Period, then the Incentive Fee shall be an amount equal to (a) 12.5% multiplied by (b) the amount (if any) by which the actual revenues available to repay holders of AerCo's publicly and privately issued debt securities for such Year shall have exceeded 95% of the Approved Budget Target. "APPROVED BUDGET TARGET" for any Year shall be determined annually by AerCo reasonably, consistently and in good faith following discussions with the Servicer and review of and reliance on the information provided by the Servicer in the Operating Budget and the Asset Expenses Budget. All payments of Incentive Fee shall be payable in arrears, in quarterly installments commencing with arrears on the quarter in which this Agreement is executed. The Manager shall compute each quarterly installment Payment Date immediately preceding the thirteen month anniversary of the Incentive Fee within 45 days after the end beginning of the fiscal quarter with respect to which such installment is payable. A copy of the computations made by the Manager to calculate such installment shall thereafter promptly be delivered to the Board of Directors and, upon such delivery, payment of such installment of the Incentive Fee shown therein shall, subject in any event to Section 13(a) of this Agreement, be due and payable no later than the date which is five Business Days after the date of delivery to the Board of Directors of such computationsYear. (b) Each installment In the event that Changed Circumstances have resulted in a modification of the Approved Budget and of the Approved Budget Target, then the Servicer and AerCo will modify the formula for calculating the Incentive Fee shall be payable in such a manner as follows: (i) one hundred percent (100%) of to provide the Servicer with an opportunity to earn an Incentive Fee will be payable in shares of Common Stock; provided, however, the percentage of the Incentive Fee payable in shares of Common Stock is subject to the following: (1) the ownership of such shares by the Manager does not violate the limit on ownership of Common Stock set forth in the Company’s Governing Instruments, after giving effect to any waiver from such limit that the Board of Directors may grant to the Manager or its Affiliates in the future and (2) the Company’s issuance of such shares to the Manager complies with all applicable restrictions under U.S. federal securities laws and the rules of the NYSE; and (ii) the remaining portion of no less than the Incentive Fee that is not payable in shares would have resulted from achievement of Common Stock pursuant to Section 9(b)(i)the Approved Budget Target, if any, will be payable in cash. (c) The number provided that the Changed Circumstances that have been the cause of shares of Common Stock payable as the Incentive Fee to be issued modification to the Manager will be equal to Approved Budget have not resulted directly from actions by the dollar amount Servicer in the management of the portion of the quarterly installment of the Incentive Fee payable in shares of Common Stock divided by a value determined as follows: (i) if the Common Stock is traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the Common Stock on such exchange on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; (ii) if the Common Stock is not traded on a securities exchange but is actively traded over-the-counter, the value shall be deemed to be the average of the closing bids or sales prices, as applicable, on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; and (iii) if the Common Stock is neither traded on a securities exchange nor actively traded over-the-counter, the value shall be the fair market value thereof, as reasonably determined in good faith by the Board of Directors (including a majority of the Independent Directors) of the CompanyAircraft Assets. (d) If at any time the Manager shall, in connection with a determination of the value of the Common Stock made by the Board of Directors pursuant to Section 9(c)(iii) hereof, (i) dispute such determination in good faith by more than five percent (5%), and (ii) such dispute cannot be resolved between the Independent Directors and the Manager within 10 Business Days after the Manager provides written notice to the Company of such dispute (the “Valuation Notice”), then the matter shall be resolved by an independent appraiser of recognized standing selected jointly by the Independent Directors and the Manager within not more than 20 days after the Valuation Notice. In the event the Independent Directors and the Manager cannot agree with respect to such selection within the aforesaid 20 day time-frame, the Independent Directors shall select one such independent appraiser and the Manager shall select one independent appraiser within five Business Days after the expiration of the 20 day period, with one additional such appraiser (the “Last Appraiser”) to be selected by the appraisers so designated within five Business Days after their selection. Any valuation decision made by the Last Appraiser shall be deemed final and binding upon the Board of Directors and the Manager and shall be delivered to the Manager and the Board of Directors within not more than 15 days after the selection of the Last Appraiser. The expenses of the appraisal shall be paid by the party with the estimate which deviated the furthest from the final valuation decision made by the independent appraisers.

Incentive Fee. As additional compensation, Manager shall also receive an incentive fee (a) the “Incentive Fee”). The Incentive Fee Fees shall accrue (i) as of December 31 of the year in which all the members of Owner have received a return of all their original capital contributions to Owner, plus an amount that would yield them an Internal Rate of Return (as defined below) of fifteen percent (15%) (the “Initial Incentive Accrual Date”), (ii) as of the last day of each calendar quarter commencing after the Initial Incentive Accrual Date and (iii) as of the liquidation of Owner or upon the earlier termination of this Agreement (the Initial Incentive Accrual Date and each such subsequent date being referred to as an “Incentive Accrual Date”). All Incentive Fees accruing on an Incentive Accrual Date shall be payable in arrears, in quarterly installments commencing with the quarter in which this Agreement is executed. The Manager shall compute each quarterly installment of the Incentive Fee paid within 45 five (5) days after the end approval by Owner of a calculation submitted by Manager of the fiscal quarter with respect to which such installment is amount of Incentive Fees payable. A copy of the computations made by the Manager to calculate such installment shall thereafter promptly be delivered to the Board of Directors and, upon such delivery, payment of such installment of the Incentive Fee shown therein shall, subject in any event to Section 13(a) of this Agreement, be due and payable no later than the date which is five Business Days after the date of delivery to the Board of Directors of such computations. (b) Each installment The amount of the Incentive Fee shall be payable reflect the following allocations of Cumulative Profits (as follows: defined below) from the closing date of the acquisition of the Assets to the date of determination: (i) first, one hundred percent (100%) of the Incentive Fee will shall be payable in shares of Common Stock; provided, however, the percentage of the Incentive Fee payable in shares of Common Stock is subject allocated to the following: members of Owner until such members have been allocated an amount that would yield them an Internal Rate of Return (1as defined below) the ownership of such shares by the Manager does not violate the limit on ownership of Common Stock set forth in the Company’s Governing Instruments, after giving effect to any waiver from such limit that the Board of Directors may grant to the Manager or its Affiliates in the future and fifteen percent (2) the Company’s issuance of such shares to the Manager complies with all applicable restrictions under U.S. federal securities laws and the rules of the NYSE15%); and (ii) second, eighty percent (80%) to the remaining portion members of the Incentive Fee Owner and twenty percent (20%) to Manager until such members have been allocated an amount that is not payable in shares would yield them an Internal Rate of Common Stock pursuant to Section 9(b)(iReturn of twenty percent (20%), if any, will be payable in cash. (c) The number of shares of Common Stock payable as the Incentive Fee to be issued to the Manager will be equal to the dollar amount of the portion of the quarterly installment of the Incentive Fee payable in shares of Common Stock divided by a value determined as follows: (i) if the Common Stock is traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the Common Stock on such exchange on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; (ii) if the Common Stock is not traded on a securities exchange but is actively traded over-the-counter, the value shall be deemed to be the average of the closing bids or sales prices, as applicable, on the five Business Days prior to the date on which the quarterly installment of the Incentive Fee is paid; and (iii) if the Common Stock is neither traded on a securities exchange nor actively traded overthird, seventy-the-counter, the value shall be the fair market value thereof, as reasonably determined in good faith by the Board of Directors (including a majority of the Independent Directors) of the Company. (d) If at any time the Manager shall, in connection with a determination of the value of the Common Stock made by the Board of Directors pursuant to Section 9(c)(iii) hereof, (i) dispute such determination in good faith by more than five percent (575%) to the members of Owner and twenty-five percent (25%) to Manager until such members have been allocated an amount that would yield them an Internal Rate of Return of twenty-five percent (25%), and (iiiv) such dispute cannot then any remaining Cumulative Profits shall be resolved between the Independent Directors and the Manager within 10 Business Days after the Manager provides written notice allocated seventy percent (70%) to the Company members of such dispute Owner and thirty percent (the “Valuation Notice”), then the matter shall be resolved by 30%) to Manager as an independent appraiser of recognized standing selected jointly by the Independent Directors and the Manager within not more than 20 days after the Valuation NoticeIncentive Fee. In the event that subsequent to any Incentive Fee payment the Independent Directors members of Owner are required to return to Owner all or part of any prior distribution(s) of Cumulative Profits, the amount of the Incentive Fee shall be recalculated on the basis of Cumulative Profits after the return of such prior distribution(s), and the amount of the Incentive Fee paid to Manager cannot agree with respect that exceeds such recalculated Incentive Fee shall be returned to such selection Owner by Manager (the “Reimbursement Payment”). Manager shall make the Reimbursement Payment within 30 days after receipt of a written demand from Owner. If Manager fails to make the Reimbursement Payment within the aforesaid 20 30 day time-time frame, the Independent Directors unpaid amount shall select one such independent appraiser and the Manager shall select one independent appraiser within five Business Days after the expiration of the 20 day period, with one additional such appraiser (the “Last Appraiser”) to be selected by the appraisers so designated within five Business Days after their selection. Any valuation decision made by the Last Appraiser shall be deemed final and binding upon the Board of Directors and the Manager and shall be delivered to the Manager and the Board of Directors within not more than 15 days after the selection of the Last Appraiser. The expenses of the appraisal shall be paid by the party with the estimate which deviated the furthest bear interest from the final valuation decision made by date on which Manager received the independent appraisersdemand for payment until the date paid at a rate equal to 15% per annum.