Common use of Limitation on Expenses Clause in Contracts

Limitation on Expenses. (a) If Operating Expenses during the 12-month period ending on the last day of any fiscal quarter of CPA: 17 exceed the greater of (i) two percent of the Average Invested Assets during the same 12-month period or (ii) 25% of the Adjusted Net Income of CPA: 17 during the same 12-month period, then subject to paragraph (b) of this Section 13, such excess amount shall be the sole responsibility of the Advisor and neither the Operating Partnership nor CPA: 17 shall be liable for payment therefor. CPA: 17 may defer the payment or distribution to the Advisor and the Special General Partner of fees, expenses and distributions that would, if paid or distributed, cause Operating Expenses during such 12-month period to exceed the foregoing limitations; provided, however, that in determining which items shall be paid and which may be deferred, priority will be given to the payment of distributions to the Special General Partner over the payment to the Advisor of amounts due under this Agreement. (b) Notwithstanding the foregoing, to the extent that the Advisor becomes responsible for any excess amount as provided in paragraph (a), if a majority of the Independent Directors finds such excess amount or a portion thereof justified based on such unusual and non-recurring factors as they deem sufficient, the Operating Partnership shall reimburse the Advisor in future quarters for the full amount of such excess, or any portion thereof, but only to the extent such reimbursement would not cause the Operating Expenses to exceed the 2%/25% Guidelines in the 12-month period ending on the last day of such quarter. In no event shall the Operating Expenses payable by the Operating Partnership in any 12-month period ending at the end of a fiscal quarter exceed the 2%/25% Guidelines. (c) Within 60 days after the end of any twelve-month period referred to in paragraph (a), the Advisor shall reimburse CPA: 17 for any amounts expended by CPA: 17 in such twelve-month period that exceeds the limitations provided in paragraph (a) unless the Independent Directors determine that such excess expenses are justified, as provided in paragraph (b), and provided the Operating Expenses for such later quarter would not thereby exceed the 2%/25% Guidelines. (d) All computations made under paragraphs (a) and (b) of this Section 13 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis. (e) If the Special General Partner receives distributions pursuant to the agreement of limited partnership of the Operating Partnership in respect of realized gains on the disposition of an Investment, Adjusted Net Income, for purposes of calculating the Operating Expenses, shall exclude the gain from the disposition of such Investment.

Limitation on Expenses. (a) If the aggregate Operating Expenses of the Company under this Agreement and the Advisory Agreement during the 12-month period ending on the last day of any fiscal quarter of CPA: 17 the Company exceed the greater of (i) two percent of the Average Invested Assets during the same 12-month period or (ii) 25% of the Adjusted Net Income of CPA: 17 the Company during the same 12-month period, then subject to paragraph (b) of this Section 13, such excess amount shall be the sole responsibility of the Advisor Manager and neither the Operating Partnership nor CPA: 17 Company shall not be liable for payment therefor. CPA: 17 may defer the payment or distribution to the Advisor and the Special General Partner of fees, expenses and distributions that would, if paid or distributed, cause Operating Expenses during such 12-month period to exceed the foregoing limitations; provided, however, that in determining which items shall be paid and which may be deferred, priority will be given to the payment of distributions to the Special General Partner over the payment to the Advisor of amounts due under this Agreement. (b) Notwithstanding the foregoing, to the extent that the Advisor Manager becomes responsible for any such excess amount as provided in paragraph (a), if a majority of the Independent Directors finds such excess amount or a portion thereof justified based on such unusual and non-recurring factors as they deem sufficient, the Operating Partnership Company shall reimburse the Advisor Manager in future quarters for the full amount of such excess, or any portion thereof, but only to the extent such reimbursement would not cause the Company's Operating Expenses to exceed the 2%/25Two Percent/25% Guidelines in the 12-month period ending on the last day of any such quarter. In no event shall the Operating Expenses payable paid by the Operating Partnership Company in any 12-month period ending at the end of a fiscal quarter exceed the 2%/25Two Percent/25% Guidelines. (c) Within 60 days after the end of any twelve-month period referred to in paragraph (a), the Advisor Manager shall reimburse CPA: 17 the Company for any amounts expended by CPA: 17 the Company in such twelve-month period that exceeds the limitations provided in paragraph (a) unless the Independent Directors determine that such excess expenses are justified, as provided in paragraph (b), and provided the aggregate Operating Expenses under this Agreement and the Advisory Agreement for such later quarter would not thereby exceed the 2%/25Two Percent/25% Guidelines. To the extent the Company is reimbursed for such excess expenses by the Advisor, the Company shall not also be entitled to reimbursement for such excess from the Manager. (d) All computations made under paragraphs (a) and (b) of this Section 13 shall be determined in accordance with generally accepted accounting principles GAAP applied on a consistent basis. (e) If the Special General Partner Advisor receives distributions pursuant to a Subordinated Incentive Fee for the agreement sale of limited partnership of the Operating Partnership in respect of realized gains on the disposition of an InvestmentProperty, Adjusted Net Income, for purposes of calculating the Operating Expenses, shall exclude the gain from the disposition sale of such InvestmentProperty.

Limitation on Expenses. (a) If Operating Expenses during the 12-month period ending on the last day of any fiscal quarter of CPA: 17 CWI exceed the greater of (i) two percent of the Average Invested Assets during the same 12-month period or (ii) 25% of the Adjusted Net Income of CPA: 17 during CWI over the same 12-month periodperiod (the “2%/25% Guidelines”), then subject to paragraph (b) of this Section 13, such excess amount shall be the sole responsibility of the Advisor and neither the Operating Partnership nor CPA: 17 CWI shall be liable for payment therefor. CPA: 17 CWI may defer the payment or distribution to the Advisor and the Special General Partner of fees, expenses and distributions that would, if paid or distributed, cause Operating Expenses during such 12-month period to exceed the foregoing limitations; provided, however, that in determining which items shall be paid and which may be deferred, priority will be given to the payment of distributions to the Special General Partner over the payment to the Advisor of amounts due under this Agreement. (b) Notwithstanding the foregoing, to the extent that the Advisor becomes responsible for any excess amount as provided in paragraph (a), if a majority of the Independent Directors finds such excess amount or a portion thereof justified based on such unusual and non-recurring factors as they deem sufficient, the Operating Partnership shall reimburse the Advisor in future quarters for the full amount of such excess, or any portion thereof, but only to the extent such reimbursement would not cause the Operating Expenses to exceed the 2%/25% Guidelines in the 12-month period ending on the last day of such quarter. In no event shall the Operating Expenses payable by the Operating Partnership in any 12-month period ending at the end of a fiscal quarter exceed the 2%/25% Guidelines. (c) Within 60 days after the end of any twelve12-month period referred to in paragraph (a), the Advisor shall reimburse CPA: 17 CWI for any amounts expended by CPA: 17 CWI in such twelve12-month period that exceeds the limitations provided in paragraph (a) unless the Independent Directors determine that such excess expenses are justified, as provided in paragraph (b), and provided the Operating Expenses for such later quarter would not thereby exceed the 2%/25% Guidelines. (d) All computations made under paragraphs (a) and (b) of this Section 13 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis. (e) If the Special General Partner receives distributions pursuant to the agreement of limited partnership of the Operating Partnership in respect of realized gains on the disposition of an Investment, Adjusted Net Income, for purposes of calculating the Operating Expenses, shall exclude the gain from the disposition of such Investment.

Limitation on Expenses. (a) If Operating Expenses under this Agreement and the Management Agreement during the 12-month period ending on the last day of any fiscal quarter of CPA: 17 16 exceed the greater of (i) two percent of the Average Invested Assets during the same 12-month period or (ii) 25% of the Adjusted Net Income of CPA: 17 16 during the same 12-month period, then subject to paragraph (b) of this Section 13, such excess amount shall be the sole responsibility of the Advisor and neither the Operating Partnership LLC nor CPA: 17 16 shall be liable for payment therefor. CPA: 17 16 may defer the payment or distribution to the Advisor and the Special General Partner of fees, expenses and distributions that would, if paid or distributed, cause Operating Expenses during such 12-month period to exceed the foregoing limitations; provided, however, that in determining which items shall be paid and which may be deferred, priority will be given to the payment of distributions to the Special General Partner over the payment to the Advisor of amounts due under this Agreement. (b) Notwithstanding the foregoing, to the extent that the Advisor becomes responsible for any excess amount as provided in paragraph (a), if a majority of the Independent Directors finds such excess amount or a portion thereof justified based on such unusual and non-recurring factors as they deem sufficient, the Operating Partnership LLC shall reimburse the Advisor in future quarters for the full amount of such excess, or any portion thereof, but only to the extent such reimbursement would not cause the Operating Expenses to exceed the 2%/25% Guidelines in the 12-month period ending on the last day of such quarter. In no event shall the Operating Expenses payable by the Operating Partnership LLC in any 12-month period ending at the end of a fiscal quarter exceed the 2%/25% Guidelines. (c) Within 60 days after the end of any twelve-month period referred to in paragraph (a), the Advisor shall reimburse CPA: 17 16 for any amounts expended by CPA: 17 16 in such twelve-month period that exceeds the limitations provided in paragraph (a) unless the Independent Directors determine that such excess expenses are justified, as provided in paragraph (b), and provided the Operating Expenses under this Agreement and the Management Agreement for such later quarter would not thereby exceed the 2%/25% Guidelines. (d) All computations made under paragraphs (a) and (b) of this Section 13 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis. (e) If the Special General Partner receives distributions pursuant to the agreement of limited partnership of the Operating Partnership LLC in respect of realized gains on the disposition of an Investment, Adjusted Net Income, for purposes of calculating the Operating Expenses, shall exclude the gain from the disposition of such Investment.

Limitation on Expenses. (a) If Operating Expenses under this Agreement and the Management Agreement during the 12-month period ending on the last day of any fiscal quarter of CPA: 17 exceed the greater of (i) two percent of the Average Invested Assets during the same 12-month period or (ii) 25% of the Adjusted Net Income of CPA: 17 during the same 12-month period, then subject to paragraph (b) of this Section 13, such excess amount shall be the sole responsibility of the Advisor and neither the Operating Partnership nor CPA: 17 shall be liable for payment therefor. CPA: 17 may defer the payment or distribution to the Advisor and the Special General Partner of fees, expenses and distributions that would, if paid or distributed, cause Operating Expenses during such 12-month period to exceed the foregoing limitations; provided, however, that in determining which items shall be paid and which may be deferred, priority will be given to the payment of distributions to the Special General Partner over the payment to the Advisor of amounts due under this Agreement. (b) Notwithstanding the foregoing, to the extent that the Advisor becomes responsible for any excess amount as provided in paragraph (a), if a majority of the Independent Directors finds such excess amount or a portion thereof justified based on such unusual and non-recurring factors as they deem sufficient, the Operating Partnership shall reimburse the Advisor in future quarters for the full amount of such excess, or any portion thereof, but only to the extent such reimbursement would not cause the Operating Expenses to exceed the 2%/25% Guidelines in the 12-month period ending on the last day of such quarter. In no event shall the Operating Expenses payable by the Operating Partnership in any 12-month period ending at the end of a fiscal quarter exceed the 2%/25% Guidelines. (c) Within 60 days after the end of any twelve-month period referred to in paragraph (a), the Advisor shall reimburse CPA: 17 for any amounts expended by CPA: 17 in such twelve-month period that exceeds the limitations provided in paragraph (a) unless the Independent Directors determine that such excess expenses are justified, as provided in paragraph (b), and provided the Operating Expenses for such later quarter would not thereby exceed the 2%/25% Guidelines. (d) All computations made under paragraphs (a) and (b) of this Section 13 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis. (e) If the Special General Partner receives distributions pursuant to the agreement of limited partnership of the Operating Partnership in respect of realized gains on the disposition of an Investment, Adjusted Net Income, for purposes of calculating the Operating Expenses, shall exclude the gain from the disposition of such Investment.

Limitation on Expenses. (a) If the aggregate Operating Expenses under this Agreement and the Advisory Agreement during the 12-month period ending on the last day of any fiscal quarter of CPA: 17 18 exceed the greater of (i) two percent of the Average Invested Assets during the same 12-month period or (ii) 25% of the Adjusted Net Income of CPA: 17 18 during the same 12-month period, then subject to paragraph (b) of this Section 13, such excess amount shall be the sole responsibility of the Advisor Manager and neither the Operating Partnership nor CPA: 17 18 shall be liable for payment therefor. CPA: 17 18 may defer the payment or distribution to the Advisor Manager and the Special General Partner of fees, expenses and distributions that would, if paid or distributed, cause Operating Expenses during such 12-month period to exceed the foregoing limitations; provided, however, that in determining which items shall be paid and which may be deferred, priority will be given to the payment of distributions to the Special General Partner over the payment to the Advisor Manager of amounts due under this Agreement. (b) Notwithstanding the foregoing, to the extent that the Advisor Manager becomes responsible for any such excess amount as provided in paragraph (a), if a majority of the Independent Directors finds such excess amount or a portion thereof justified based on such unusual and non-recurring factors as they deem sufficient, CPA: 18 or the Operating Partnership shall reimburse the Advisor Manager in future quarters for the full amount of such excess, or any portion thereof, but only to the extent such reimbursement would not cause the CPA: 18’s Operating Expenses to exceed the 2%/25% Guidelines in the 12-month period ending on the last day of such quarter. In no event shall the Operating Expenses payable by CPA: 18 and the Operating Partnership in any 12-month period ending at the end of a fiscal quarter exceed the 2%/25% Guidelines. (c) Within 60 days after the end of any twelve-month period referred to in paragraph (a), the Advisor Manager shall reimburse CPA: 17 18 for any amounts expended by CPA: 17 18 in such twelve-month period that exceeds the limitations provided in paragraph (a) unless the Independent Directors determine that such excess expenses are justified, as provided in paragraph (b), and provided the aggregate Operating Expenses under this Agreement and the Advisory Agreement for such later quarter would not thereby exceed the 2%/25% Guidelines. To the extent CPA: 18 is reimbursed for such excess expenses by the Advisor, CPA: 18 shall not also be entitled to reimbursement for such excess from the Manager. (d) All computations made under paragraphs (a) and (b) of this Section 13 shall be determined in accordance with generally accepted accounting principles GAAP applied on a consistent basis. (e) If the Special General Partner receives distributions pursuant to the agreement of limited partnership of the Operating Partnership in respect of realized gains on the disposition of an Investment, Adjusted Net Income, for purposes of calculating the Operating Expenses, shall exclude the gain from the disposition of such Investment.

Limitation on Expenses. (a) If Operating Expenses of the Company during the 12-month period ending on with the last day of any fiscal quarter of CPA: 17 the Company exceed the greater of (i) two percent of the Average Invested Assets during the same 12-month period or (ii) 25% of the Adjusted Net Income of CPA: 17 the Company during the same 12-month period, then subject to paragraph (b) of this Section 13, such excess amount shall be the sole responsibility of the Advisor and neither the Operating Partnership nor CPA: 17 Company shall not be liable for payment therefor. CPA: 17 may defer the payment or distribution to the Advisor and the Special General Partner of fees, expenses and distributions that would, if paid or distributed, cause Operating Expenses during such 12-month period to exceed the foregoing limitations; provided, however, that in determining which items shall be paid and which may be deferred, priority will be given to the payment of distributions to the Special General Partner over the payment to the Advisor of amounts due under this Agreement. (b) Notwithstanding the foregoing, to the extent that the Advisor becomes responsible for any such excess amount amount, or a portion thereof as provided in paragraph (a), if a majority of the Independent Directors finds such excess amount or a portion thereof justified based on such unusual and non-recurring factors as they deem sufficient, the Operating Partnership Company shall reimburse the Advisor in future quarters for the full amount of such excess, or any portion thereof, but only to the extent such reimbursement would not cause the Company’s Operating Expenses to exceed the 2%/25% Guidelines in the 12-month period ending on the last day of any such quarter. In no event shall the Operating Expenses payable paid by the Operating Partnership Company in any 12-month period ending at the end of a fiscal quarter exceed the 2%/25% Guidelines. (c) Within 60 days after the end of any twelve-month period referred to in paragraph (a), the Advisor shall reimburse CPA: 17 the Company for any amounts expended by CPA: 17 the Company in such twelve-month period that exceeds the limitations provided in paragraph (a) unless the Independent Directors determine that such excess expenses are justified, as provided in paragraph (b), and provided the Operating Expenses for such later quarter would not thereby exceed the 2%/25% Guidelines. (d) To the extent Organization and Offering Expenses payable by the Company exceed 15% of the Gross Offering Proceeds, the excess will be paid by the Advisor. (e) All computations made under paragraphs (a) and (b) of this Section 13 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis. (ef) If the Special General Partner Advisor receives distributions pursuant to a Subordinated Incentive Fee for the agreement sale of limited partnership of the Operating Partnership in respect of realized gains on the disposition of an InvestmentProperty, Adjusted Net Income, for purposes of calculating the Operating Expenses, shall exclude the gain from the disposition sale of such InvestmentProperty.

Limitation on Expenses. (a) If Operating Expenses during the 12-month period ending on the last day of any fiscal quarter of CPA: 17 CWI 2 exceed the greater of (i) two percent of the Average Invested Assets during the same 12-month period or (ii) 25% of the Adjusted Net Income of CPA: 17 during CWI 2 over the same 12-month periodperiod (the "2%/25% Guidelines"), then subject to paragraph (b) of this Section 13, such excess amount shall be the sole responsibility of the Advisor and neither the Operating Partnership nor CPA: 17 CWI 2 shall be liable for payment therefor. CPA: 17 CWI 2 may defer the payment or distribution to the Advisor and the Special General Partner of fees, expenses and distributions that would, if paid or distributed, cause Operating Expenses during such 12-month period to exceed the foregoing limitations; provided, however, that in determining which items shall be paid and which may be deferred, priority will be given to the payment of distributions to the Special General Partner over the payment to the Advisor of amounts due under this Agreement. (b) Notwithstanding the foregoing, to the extent that the Advisor becomes responsible for any excess amount as provided in paragraph (a), if a majority of the Independent Directors finds such excess amount or a portion thereof justified based on such unusual and non-recurring factors as they deem sufficient, the Operating Partnership shall reimburse the Advisor in future quarters for the full amount of such excess, or any portion thereof, but only to the extent such reimbursement would not cause the Operating Expenses to exceed the 2%/25% Guidelines in the 12-month period ending on the last day of such quarter. In no event shall the Operating Expenses payable by the Operating Partnership in any 12-month period ending at the end of a fiscal quarter exceed the 2%/25% Guidelines. (c) Within 60 days after the end of any twelve-month 12‑month period referred to in paragraph (a), the Advisor shall reimburse CPA: 17 CWI 2 for any amounts expended by CPA: 17 CWI 2 in such twelve-month 12‑month period that exceeds the limitations provided in paragraph (a) unless the Independent Directors determine that such excess expenses are justified, as provided in paragraph (b), and provided the Operating Expenses for such later quarter would not thereby exceed the 2%/25% Guidelines. (d) All computations made under paragraphs (a) and (b) of this Section 13 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis. (e) If the Special General Partner receives distributions pursuant to the agreement of limited partnership of the Operating Partnership in respect of realized gains on the disposition of an Investment, Adjusted Net Income, for purposes of calculating the Operating Expenses, shall exclude the gain from the disposition of such Investment.

Limitation on Expenses. (a) If the aggregate Operating Expenses under this Agreement and the Advisory Agreement during the 12-month period ending on the last day of any fiscal quarter of CPA: 17 exceed the greater of (i) two percent of the Average Invested Assets during the same 12-month period or (ii) 25% of the Adjusted Net Income of CPA: 17 during the same 12-month period, then subject to paragraph (b) of this Section 13, such excess amount shall be the sole responsibility of the Advisor Manager and neither the Operating Partnership nor CPA: 17 shall not be liable for payment therefor. CPA: 17 may defer the payment or distribution to the Advisor and the Special General Partner of fees, expenses and distributions that would, if paid or distributed, cause Operating Expenses during such 12-month period to exceed the foregoing limitations; provided, however, that in determining which items shall be paid and which may be deferred, priority will be given to the payment of distributions to the Special General Partner over the payment to the Advisor of amounts due under this Agreement. (b) Notwithstanding the foregoing, to the extent that the Advisor Manager becomes responsible for any such excess amount as provided in paragraph (a), if a majority of the Independent Directors finds such excess amount or a portion thereof justified based on such unusual and non-recurring factors as they deem sufficient, the Operating Partnership CPA: 17 shall reimburse the Advisor Manager in future quarters for the full amount of such excess, or any portion thereof, but only to the extent such reimbursement would not cause the CPA: 17's Operating Expenses to exceed the 2%/25Two Percent/25% Guidelines in the 12-month period ending on the last day of any such quarter. In no event shall the Operating Expenses payable paid by the Operating Partnership CPA: 17 in any 12-month period ending at the end of a fiscal quarter exceed the 2%/25Two Percent/25% Guidelines. (c) Within 60 days after the end of any twelve-month period referred to in paragraph (a), the Advisor Manager shall reimburse CPA: 17 for any amounts expended by CPA: 17 in such twelve-month period that exceeds the limitations provided in paragraph (a) unless the Independent Directors determine that such excess expenses are justified, as provided in paragraph (b), and provided the aggregate Operating Expenses under this Agreement and the Advisory Agreement for such later quarter would not thereby exceed the 2%/25Two Percent/25% Guidelines. To the extent CPA: 17 is reimbursed for such excess expenses by the Advisor, CPA: 17 shall not also be entitled to reimbursement for such excess from the Manager. (d) All computations made under paragraphs (a) and (b) of this Section 13 shall be determined in accordance with generally accepted accounting principles GAAP applied on a consistent basis. (e) If the Special General Partner receives distributions pursuant to the agreement of limited partnership of the Operating Partnership in respect of realized gains on the disposition of an Investment, Adjusted Net Income, for purposes of calculating the Operating Expenses, shall exclude the gain from the disposition of such Investment.

Limitation on Expenses. (a) If Operating Expenses of the Company during the 12-month period ending on the last day of any fiscal quarter of CPA: 17 the Company exceed the greater of (i) two percent of the Average Invested Assets during the same 12-month period or (ii) 25% of the Adjusted Net Income of CPA: 17 the Company during the same 12-month period, then subject to paragraph (b) of this Section 13, such excess amount shall be the sole responsibility of the Advisor and neither the Operating Partnership nor CPA: 17 Company shall not be liable for payment therefor. CPA: 17 may defer the payment or distribution to the Advisor and the Special General Partner of fees, expenses and distributions that would, if paid or distributed, cause Operating Expenses during such 12-month period to exceed the foregoing limitations; provided, however, that in determining which items shall be paid and which may be deferred, priority will be given to the payment of distributions to the Special General Partner over the payment to the Advisor of amounts due under this Agreement. (b) Notwithstanding the foregoing, to the extent that the Advisor becomes responsible for any such excess amount as provided in paragraph (a), if a majority of the Independent Directors finds such excess amount or a portion thereof justified based on such unusual and non-recurring factors as they deem sufficient, the Operating Partnership Company shall reimburse the Advisor in future quarters for the full amount of such excess, or any portion thereof, but only to the extent such reimbursement would not cause the Company’s Operating Expenses to exceed the 2%/25% Guidelines in the 12-month period ending on the last day of any such quarter. In no event shall the Operating Expenses payable paid by the Operating Partnership Company in any 12-month period ending at the end of a fiscal quarter exceed the 2%/25% Guidelines. (c) Within 60 days after the end of any twelve-month period referred to in paragraph (a), the Advisor shall reimburse CPA: 17 the Company for any amounts expended by CPA: 17 the Company in such twelve-month period that exceeds the limitations provided in paragraph (a) unless the Independent Directors determine that such excess expenses are justified, as provided in paragraph (b), and provided the Operating Expenses for such later quarter would not thereby exceed the 2%/25% Guidelines. (d) To the extent Organization and Offering Expenses payable by the Company exceed 15% of the Gross Offering Proceeds, the excess will be paid by the Advisor. (e) All computations made under paragraphs (a) and (b) of this Section 13 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis. (ef) If the Special General Partner Advisor receives distributions pursuant to a Subordinated Incentive Fee for the agreement sale of limited partnership of the Operating Partnership in respect of realized gains on the disposition of an InvestmentProperty, Adjusted Net Income, for purposes of calculating the Operating Expenses, shall exclude the gain from the disposition sale of such InvestmentProperty.

Limitation on Expenses. (a) If Operating Expenses under this Agreement and the Management Agreement during the 12-month period ending on the last day of any fiscal quarter of CPA: 17 18 exceed the greater of (i) two percent of the Average Invested Assets during the same 12-month period or (ii) 25% of the Adjusted Net Income of CPA: 17 18 during the same 12-month period, then subject to paragraph (b) of this Section 13, such excess amount shall be the sole responsibility of the Advisor and neither the Operating Partnership nor CPA: 17 18 shall be liable for payment therefor. CPA: 17 18 may defer the payment or distribution to the Advisor and the Special General Partner of fees, expenses and distributions that would, if paid or distributed, cause Operating Expenses during such 12-month period to exceed the foregoing limitations; provided, however, that in determining which items shall be paid and which may be deferred, priority will be given to the payment of distributions to the Special General Partner over the payment to the Advisor of amounts due under this Agreement. (b) Notwithstanding the foregoing, to the extent that the Advisor becomes responsible for any excess amount as provided in paragraph (a), if a majority of the Independent Directors finds such excess amount or a portion thereof justified based on such unusual and non-recurring factors as they deem sufficient, the Operating Partnership shall reimburse the Advisor in future quarters for the full amount of such excess, or any portion thereof, but only to the extent such reimbursement would not cause the Operating Expenses to exceed the 2%/25% Guidelines in the 12-month period ending on the last day of such quarter. In no event shall the Operating Expenses payable by the Operating Partnership in any 12-month period ending at the end of a fiscal quarter exceed the 2%/25% Guidelines. (c) Within 60 days after the end of any twelve-month period referred to in paragraph (a), the Advisor shall reimburse CPA: 17 18 for any amounts expended by CPA: 17 18 in such twelve12-month period that exceeds the limitations provided in paragraph (a) unless the Independent Directors determine that such excess expenses are justified, as provided in paragraph (b), and provided the Operating Expenses under this Agreement and the Management Agreement for such later quarter would not thereby exceed the 2%/25% Guidelines. (d) All computations made under paragraphs (a) and (b) of this Section 13 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis. (e) If the Special General Partner receives distributions pursuant to the agreement of limited partnership of the Operating Partnership in respect of realized gains on the disposition of an Investment, Adjusted Net Income, for purposes of calculating the Operating Expenses, shall exclude the gain from the disposition of such Investment.

Limitation on Expenses. (a) If the aggregate Operating Expenses of the Company under this Agreement and the Advisory Agreement during the 12-month period ending on the last day of any fiscal quarter of CPA: 17 the Company exceed the greater of (i) two percent of the Average Invested Assets during the same 12-month period or (ii) 25% of the Adjusted Net Income of CPA: 17 the Company during the same 12-month period, then subject to paragraph (b) of this Section 13, such excess amount shall be the sole responsibility of the Advisor Manager and neither the Operating Partnership nor CPA: 17 Company shall not be liable for payment therefor. CPA: 17 may defer the payment or distribution to the Advisor and the Special General Partner of fees, expenses and distributions that would, if paid or distributed, cause Operating Expenses during such 12-month period to exceed the foregoing limitations; provided, however, that in determining which items shall be paid and which may be deferred, priority will be given to the payment of distributions to the Special General Partner over the payment to the Advisor of amounts due under this Agreement. (b) Notwithstanding the foregoing, to the extent that the Advisor Manager becomes responsible for any such excess amount as provided in paragraph (a), if a majority of the Independent Directors finds such excess amount or a portion thereof justified based on such unusual and non-recurring factors as they deem sufficient, the Operating Partnership Company shall reimburse the Advisor Manager in future quarters for the full amount of such excess, or any portion thereof, but only to the extent such reimbursement would not cause the Company’s Operating Expenses to exceed the 2%/25Two Percent/25% Guidelines in the 12-month period ending on the last day of any such quarter. In no event shall the Operating Expenses payable paid by the Operating Partnership Company in any 12-month period ending at the end of a fiscal quarter exceed the 2%/25Two Percent/25% Guidelines. (c) Within 60 days after the end of any twelve-month period referred to in paragraph (a), the Advisor Manager shall reimburse CPA: 17 the Company for any amounts expended by CPA: 17 the Company in such twelve-month period that exceeds the limitations provided in paragraph (a) unless the Independent Directors determine that such excess expenses are justified, as provided in paragraph (b), and provided the aggregate Operating Expenses under this Agreement and the Advisory Agreement for such later quarter would not thereby exceed the 2%/25Two Percent/25% Guidelines. To the extent the Company is reimbursed for such excess expenses by the Advisor, the Company shall not also be entitled to reimbursement for such excess from the Manager. (d) All computations made under paragraphs (a) and (b) of this Section 13 shall be determined in accordance with generally accepted accounting principles GAAP applied on a consistent basis. (e) If the Special General Partner receives distributions pursuant to the agreement of limited partnership of the Operating Partnership in respect of realized gains on the disposition of an Investment, Adjusted Net Income, for purposes of calculating the Operating Expenses, shall exclude the gain from the disposition of such Investment.

Limitation on Expenses. (a) If Operating Expenses of the Company during the 12-month period ending on the last day of any fiscal quarter of CPA: 17 the Company exceed the greater of (i) two percent of the Average Invested Assets during the same 12-month period or (ii) 25% of the Adjusted Net Income of CPA: 17 the Company during the same 12-month period, then subject to paragraph (b) of this Section 13, such excess amount shall be the sole responsibility of the Advisor and neither the Operating Partnership nor CPA: 17 Company shall not be liable for payment therefor. CPA: 17 may defer the payment or distribution to the Advisor and the Special General Partner of fees, expenses and distributions that would, if paid or distributed, cause Operating Expenses during such 12-month period to exceed the foregoing limitations; provided, however, that in determining which items shall be paid and which may be deferred, priority will be given to the payment of distributions to the Special General Partner over the payment to the Advisor of amounts due under this Agreement. (b) Notwithstanding the foregoing, to the extent that the Advisor becomes responsible for any such excess amount or a portion thereof as provided in paragraph (a), if a majority of the Independent Directors finds such excess amount or a portion thereof justified based on such unusual and non-recurring factors as they deem sufficient, the Operating Partnership Company shall reimburse the Advisor in future quarters for the full amount of such excess, or any portion thereof, but only to the extent such reimbursement would not cause the Company’s Operating Expenses to exceed the 2%/25% Guidelines in the 12-month period ending on the last day of any such quarter. In no event shall the Operating Expenses payable paid by the Operating Partnership Company in any 12-month period ending at the end of a fiscal quarter exceed the 2%/25% Guidelines. (c) Within 60 days after the end of any twelve-month period referred to in paragraph (a), the Advisor shall reimburse CPA: 17 the Company for any amounts expended by CPA: 17 the Company in such twelve-month period that exceeds the limitations provided in paragraph (a) unless the Independent Directors determine that such excess expenses are justified, as provided in paragraph (b), and provided the Operating Expenses for such later quarter would not thereby exceed the 2%/25% Guidelines. (d) To the extent Organization and Offering Expenses payable by the Company exceed 15% of the Gross Offering Proceeds, the excess will be paid by the Advisor. (e) All computations made under paragraphs (a) and (b) of this Section 13 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis. (ef) If the Special General Partner Advisor receives distributions pursuant to a Subordinated Incentive Fee for the agreement sale of limited partnership of the Operating Partnership in respect of realized gains on the disposition of an InvestmentProperty, Adjusted Net Income, for purposes of calculating the Operating Expenses, shall exclude the gain from the disposition sale of such InvestmentProperty.

Limitation on Expenses. (a) If Operating In the event the daily ratio of Expenses during the 12-month period ending on the last day of any fiscal quarter of CPA: 17 exceed the greater of (ias defined in paragraph 8(b) two percent below) to daily net assets of the Average Invested Assets during Fund with respect to a Portfolio on any day exceeds 0.75 of 1% (such excess hereinafter called the same 12-month period or "Excess Expense" of such Portfolio), the compensation due to the Adviser under paragraph 7 for that day shall be reduced, but not below zero, by an amount equal to the Excess Expense of such Portfolio. In the event the Expenses (ii) 25% of the Adjusted Net Income of CPA: 17 during the same 12-month period, then subject to as defined in paragraph (b) below) of this Section 13the Fund with respect to a Portfolio for any fiscal year exceed the lowest applicable annual expense limitation, if any, established pursuant to the statutes or regulations of any jurisdictions in which Fund Shares of such Portfolio are then qualified for offer and sale (such excess amount hereinafter called the "Blue Sky Excess Expense" of such Portfolio), the compensation due to the Adviser under paragraph 7 for the fiscal year in question shall be reduced by an amount equal to the sole responsibility Blue Sky Excess Expenses of such Portfolio, and if the Blue Sky Excess Expense of such Portfolio exceeds the fees of the Advisor and neither the Operating Partnership nor CPA: 17 shall be liable for payment therefor. CPA: 17 may defer the payment or distribution Fund payable to the Advisor and Adviser with respect to such Portfolio for the Special General Partner of feesfiscal year in question, expenses and distributions that wouldthe Adviser shall, if paid or distributed, cause Operating Expenses during such 12-month period to exceed the foregoing limitations; provided, however, that in determining which items shall be paid and which may be deferred, priority will be given to the payment extent required by such statutes or regulations, reimburse the Fund for the amount of distributions to such excess. If for any month the Special General Partner over Expenses of a Portfolio shall exceed 1/12th of the percentage of average daily net assets allowable as Expenses, the payment to the Advisor Adviser for that month shall be reduced, and, if necessary, the Adviser shall make a refund payment to the Fund so that the Expenses will not exceed such percentage. As of amounts due under this Agreementthe end of the Fund's fiscal year, however, the foregoing computations shall be readjusted so that the aggregate compensation payable to the Adviser for the year is equal to the percentage set forth herein of the average daily net assets as determined as described herein throughout the fiscal year, reduced by an amount equal to the Blue Sky Excess Expense of such Portfolio. The aggregate of repayments, if any, by the Adviser to the Fund for the year shall be the amount necessary to reimburse the Fund for the amount of such excess. (b) For purposes of paragraph 8(a) of this Agreement, the term "Expenses" with respect to a Portfolio means the expenses of the Fund allocated to such Portfolio in accordance with the Fund's Articles of Incorporation or a resolution of the Fund's Board of Directors adopted pursuant thereto, including such Portfolio's pro rata share, allocated as aforesaid, for the general expenses of the Fund. Notwithstanding the foregoing, the Expenses of a Portfolio shall include its pro rata share, allocated as aforesaid, of the fees payable to the extent Adviser, to Shay Financial Services Co. (the "Sponsor") provided that the Advisor becomes responsible for any excess amount as provided in paragraph (a), if a majority of the Independent Directors finds such excess amount or a portion thereof justified based on such unusual and non-recurring factors as they deem sufficient, the Operating Partnership shall reimburse the Advisor in future quarters for the full amount of such excess, or any portion thereof, but only fees payable to the extent such reimbursement would not cause the Operating Expenses to exceed the 2%/25% Guidelines in the 12-month period ending on the last day of such quarter. In no event shall the Operating Expenses payable by the Operating Partnership in any 12-month period ending at the end of a fiscal quarter exceed the 2%/25% Guidelines. (c) Within 60 days after the end of any twelve-month period referred to in paragraph (a), the Advisor shall reimburse CPA: 17 for any amounts expended by CPA: 17 in such twelve-month period that exceeds the limitations provided in paragraph (a) unless the Independent Directors determine that such excess expenses are justified, as provided in paragraph (b), and provided the Operating Expenses for such later quarter would not thereby exceed the 2%/25% Guidelines. (d) All computations made under paragraphs (a) and (b) of this Section 13 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis. (e) If the Special General Partner receives distributions pursuant to the agreement of limited partnership of the Operating Partnership in respect of realized gains on the disposition of an Investment, Adjusted Net IncomeSponsor, for purposes of calculating computing such Portfolio's Expenses shall not exceed the Operating Expensesfees of the Sponsor with respect to such Portfolio computed in accordance with the fee rate (excluding any voluntary fee waivers) set forth in the Fund's Prospectus with respect to such Portfolio as amended or supplemented on the date of this Agreement), to the Fund's administrative agent, if any, to the Fund's transfer agent, if any, and to the Fund's custodian; but the Expenses of such Portfolio shall exclude any interest, taxes, brokerage commissions and litigation and indemnification expenses and other extraordinary expenses not incurred in the gain from ordinary course of the disposition of such InvestmentFund's business.

Limitation on Expenses. (a) If the aggregate Operating Expenses under this Agreement and the Advisory Agreement during the 12-month period ending on the last day of any fiscal quarter of CPA: 17 18 exceed the greater of (i) two percent of the Average Invested Assets during the same 12-month period or (ii) 25% of the Adjusted Net Income of CPA: 17 18 during the same 12-month period, then subject to paragraph (b) of this Section 13, such excess amount shall be the sole responsibility of the Advisor Manager and neither the Operating Partnership nor CPA: 17 18 shall be liable for payment therefor. CPA: 17 18 may defer the payment or distribution to the Advisor Manager and the Special General Partner of fees, expenses and distributions that would, if paid or distributed, cause Operating Expenses during such 12-month period to exceed the foregoing limitations; provided, however, that in determining which items shall be paid and which may be deferred, priority will be given to the payment of distributions to the Special General Partner over the payment to the Advisor Manager of amounts due under this Agreement. (b) Notwithstanding the foregoing, to the extent that the Advisor Manager becomes responsible for any such excess amount as provided in paragraph (a), if a majority of the Independent Directors finds such excess amount or a portion thereof justified based on such unusual and non-recurring factors as they deem sufficient, CPA: 18 or the Operating Partnership shall reimburse the Advisor Manager in future quarters for the full amount of such excess, or any portion thereof, but only to the extent such reimbursement would not cause the CPA: 18’s Operating Expenses to exceed the 2%/25% Guidelines in the 12-month period ending on the last day of such quarter. In no event shall the Operating Expenses payable by CPA: 18 and the Operating Partnership in any 12-month period ending at the end of a fiscal quarter exceed the 2%/25% Guidelines. (c) Within 60 days after the end of any twelve-month period referred to in paragraph (a), the Advisor Manager shall reimburse CPA: 17 18 for any amounts expended by CPA: 17 18 in such twelve-month period that exceeds the limitations provided in paragraph (a) unless the Independent Directors determine that such excess expenses are justified, as provided in paragraph (b), and provided the aggregate Operating Expenses under this Agreement and the Advisory Agreement for such later quarter would not thereby exceed the 2%/25% Guidelines. To the extent CPA: 18 is reimbursed for such excess expenses by the Advisor, CPA: 18 shall not also be entitled to reimbursement for such excess from the Manager. (d) In addition to the limitation on Operating Expenses set forth in paragraphs (a) through (c), beginning with the fiscal year ending December 31, 2015, CPA:18 and the Operating Partnership shall not be required to reimburse the Manager for personnel expenses pursuant to Section 10 that exceed: (i) with respect to transactional legal expenses for the Advisor's in-house transaction legal group, the amounts set forth in Schedule A; and (ii) with respect to other personnel expenses in any fiscal year (or portion thereof, if this Agreement is terminated during a fiscal year), 2.4% of CPA:18's total revenues for the fiscal year ending December 31, 2015; 2.2% of CPA:18's total revenues (or portion thereof) for the fiscal year ending December 31, 2016; and 2.0% of CPA:18's total revenues (or portion thereof) for each fiscal year (or portion thereof) thereafter, with total revenues in each case being determined by CPA:18's proportionate share of total revenues of the relevant entities, as determined in accordance with Section 10. Furthermore, CPA:18 and the Operating Partnership shall have no obligation to reimburse the Manager for expenses associated with the Advisor's financial systems transformation project known as "Project Phoenix." (e) All computations made under paragraphs (a) and through (bd) of this Section 13 shall be determined in accordance with generally accepted accounting principles GAAP applied on a consistent basis. (ef) If the Special General Partner receives distributions pursuant to the agreement of limited partnership of the Operating Partnership in respect of realized gains on the disposition of an Investment, Adjusted Net Income, for purposes of calculating the Operating Expenses, shall exclude the gain from the disposition of such Investment.

Limitation on Expenses. (a) Subsection 13(a) of the Advisory Agreement shall be amended and restated in its entirety as follows: (a) If the aggregate Operating Expenses of CPA: 17 under this Agreement and the Management Agreement during the 12-month period ending on the last day of any fiscal quarter of CPA: 17 exceed the greater of (i) two percent of the Average Invested Assets during the same 12-month period or (ii) 25% of the Adjusted Net Income of CPA: 17 during the same 12-month period, then subject to paragraph (b) of this Section 13, such excess amount shall be the sole responsibility of the Advisor and neither the Operating Partnership nor CPA: 17 shall be liable for payment therefor. CPA: 17 may defer the payment or distribution to the Advisor and the Special General Partner of fees, expenses and distributions that would, if paid or distributed, cause Operating Expenses during such 12-month period to exceed the foregoing limitations; provided, however, that in determining which items shall be paid and which may be deferred, priority will be given to the payment of distributions to the Special General Partner over the payment to the Advisor of amounts due under this Agreement. (b) Notwithstanding the foregoing, to the extent that the Advisor becomes responsible for any excess amount as provided in paragraph (a), if a majority Subsection 13(c) of the Independent Directors finds such excess amount or a portion thereof justified based on such unusual Advisory Agreement shall be amended and non-recurring factors restated in its entirety as they deem sufficient, the Operating Partnership shall reimburse the Advisor in future quarters for the full amount of such excess, or any portion thereof, but only to the extent such reimbursement would not cause the Operating Expenses to exceed the 2%/25% Guidelines in the 12-month period ending on the last day of such quarter. In no event shall the Operating Expenses payable by the Operating Partnership in any 12-month period ending at the end of a fiscal quarter exceed the 2%/25% Guidelines.follows: (c) Within 60 days after the end of any twelve-month period referred to in paragraph (a), the Advisor shall reimburse CPA: 17 for any amounts expended by CPA: 17 in such twelve-month period that exceeds the limitations provided in paragraph (a) unless the Independent Directors determine that such excess expenses are justified, as provided in paragraph (b), and provided the aggregate Operating Expenses under this Agreement and the Management Agreement for such later quarter would not thereby exceed the 2%/25Two Percent/25% Guidelines. (d) All computations made under paragraphs (a) and (b) of this Section 13 . To the extent CPA: 17 is reimbursed for such excess expenses by the Manager, CPA: 17 shall not also be determined in accordance with generally accepted accounting principles applied on a consistent basis. (e) If the Special General Partner receives distributions pursuant entitled to the agreement of limited partnership of the Operating Partnership in respect of realized gains on the disposition of an Investment, Adjusted Net Income, reimbursement for purposes of calculating the Operating Expenses, shall exclude the gain such excess from the disposition of such InvestmentAdvisor.

Limitation on Expenses. (a) If Operating Expenses during the 12-month period ending on the last day of any fiscal quarter of CPA: 17 CWI 1 exceed the greater of (i) two percent of the Average Invested Assets during the same 12-month period or (ii) 25% of the Adjusted Net Income of CPA: 17 during CWI 1 over the same 12-month periodperiod (the "2%/25% Guidelines"), then subject to paragraph (b) of this Section 13, such excess amount shall be the sole responsibility of the Advisor and neither the Operating Partnership nor CPA: 17 CWI 1 shall be liable for payment therefor. CPA: 17 CWI 1 may defer the payment or distribution to the Advisor and the Special General Partner of fees, expenses and distributions that would, if paid or distributed, cause Operating Expenses during such 12-month period to exceed the foregoing limitations; provided, however, that in determining which items shall be paid and which may be deferred, priority will be given to the payment of distributions to the Special General Partner over the payment to the Advisor of amounts due under this Agreement. (b) Notwithstanding the foregoing, to the extent that the Advisor becomes responsible for any excess amount as provided in paragraph (a), if a majority of the Independent Directors finds such excess amount or a portion thereof justified based on such unusual and non-recurring factors as they deem sufficient, the Operating Partnership shall reimburse the Advisor in future quarters for the full amount of such excess, or any portion thereof, but only to the extent such reimbursement would not cause the Operating Expenses to exceed the 2%/25% Guidelines in the 12-month period ending on the last day of such quarter. In no event shall the Operating Expenses payable by the Operating Partnership in any 12-month period ending at the end of a fiscal quarter exceed the 2%/25% Guidelines. (c) Within 60 days after the end of any twelve-month 12‑month period referred to in paragraph (a), the Advisor shall reimburse CPA: 17 CWI 1 for any amounts expended by CPA: 17 CWI 1 in such twelve-month 12‑month period that exceeds the limitations provided in paragraph (a) unless the Independent Directors determine that such excess expenses are justified, as provided in paragraph (b), and provided the Operating Expenses for such later quarter would not thereby exceed the 2%/25% Guidelines. (d) All computations made under paragraphs (a) and (b) of this Section 13 shall be determined in accordance with generally accepted accounting principles GAAP applied on a consistent basis. (e) If the Special General Partner receives distributions pursuant to the agreement of limited partnership of the Operating Partnership in respect of realized gains on the disposition of an Investment, Adjusted Net Income, for purposes of calculating the Operating Expenses, shall exclude the gain from the disposition of such Investment.

Limitation on Expenses. (a) If Operating Expenses during the 12-month period ending on the last day of any fiscal quarter of CPA: 17 CWI 2 exceed the greater of (i) two percent of the Average Invested Assets during the same 12-month period or (ii) 25% of the Adjusted Net Income of CPA: 17 during CWI 2 over the same 12-month periodperiod (the “2%/25% Guidelines”), then subject to paragraph (b) of this Section 13, such excess amount shall be the sole responsibility of the Advisor and neither the Operating Partnership nor CPA: 17 CWI 2 shall be liable for payment therefor. CPA: 17 CWI 2 may defer the payment or distribution to the Advisor and the Special General Partner of fees, expenses and distributions that would, if paid or distributed, cause Operating Expenses during such 12-month period to exceed the foregoing limitations; provided, however, that in determining which items shall be paid and which may be deferred, priority will be given to the payment of distributions to the Special General Partner over the payment to the Advisor of amounts due under this Agreement. (b) Notwithstanding the foregoing, to the extent that the Advisor becomes responsible for any excess amount as provided in paragraph (a), if a majority of the Independent Directors finds such excess amount or a portion thereof justified based on such unusual and non-recurring factors as they deem sufficient, the Operating Partnership shall reimburse the Advisor in future quarters for the full amount of such excess, or any portion thereof, but only to the extent such reimbursement would not cause the Operating Expenses to exceed the 2%/25% Guidelines in the 12-month period ending on the last day of such quarter. In no event shall the Operating Expenses payable by the Operating Partnership in any 12-month period ending at the end of a fiscal quarter exceed the 2%/25% Guidelines. (c) Within 60 days after the end of any twelve12-month period referred to in paragraph (a), the Advisor shall reimburse CPA: 17 CWI 2 for any amounts expended by CPA: 17 CWI 2 in such twelve12-month period that exceeds the limitations provided in paragraph (a) unless the Independent Directors determine that such excess expenses are justified, as provided in paragraph (b), and provided the Operating Expenses for such later quarter would not thereby exceed the 2%/25% Guidelines. (d) All computations made under paragraphs (a) and (b) of this Section 13 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis. (e) If the Special General Partner receives distributions pursuant to the agreement of limited partnership of the Operating Partnership in respect of realized gains on the disposition of an Investment, Adjusted Net Income, for purposes of calculating the Operating Expenses, shall exclude the gain from the disposition of such Investment.

Limitation on Expenses. (a) If Operating Expenses during the 12-month period ending on the last day of any fiscal quarter of CPA: 17 CWI exceed the greater of (i) two percent of the Average Invested Assets during the same 12-month period or (ii) 25% of the Adjusted Net Income of CPA: 17 CWI during the same 12-month period, then subject to paragraph (b) of this Section 13, such excess amount shall be the sole responsibility of the Advisor and neither the Operating Partnership nor CPA: 17 CWI shall be liable for payment therefor. CPA: 17 CWI may defer the payment or distribution to the Advisor and the Special General Partner of fees, expenses and distributions that would, if paid or distributed, cause Operating Expenses during such 12-month period to exceed the foregoing limitations; provided, however, that in determining which items shall be paid and which may be deferred, priority will be given to the payment of distributions to the Special General Partner over the payment to the Advisor of amounts due under this Agreement. (b) Notwithstanding the foregoing, to the extent that the Advisor becomes responsible for any excess amount as provided in paragraph (a), if a majority of the Independent Directors finds such excess amount or a portion thereof justified based on such unusual and non-recurring factors as they deem sufficient, the Operating Partnership shall reimburse the Advisor in future quarters for the full amount of such excess, or any portion thereof, but only to the extent such reimbursement would not cause the Operating Expenses to exceed the 2%/25% Guidelines in the 12-month period ending on the last day of such quarter. In no event shall the Operating Expenses payable by the Operating Partnership in any 12-month period ending at the end of a fiscal quarter exceed the 2%/25% Guidelines. (c) Within 60 days after the end of any twelve-month period referred to in paragraph (a), the Advisor shall reimburse CPA: 17 CWI for any amounts expended by CPA: 17 CWI in such twelve-month period that exceeds the limitations provided in paragraph (a) unless the Independent Directors determine that such excess expenses are justified, as provided in paragraph (b), and provided the Operating Expenses for such later quarter would not thereby exceed the 2%/25% Guidelines. (d) All computations made under paragraphs (a) and (b) of this Section 13 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis. (e) If the Special General Partner receives distributions pursuant to the agreement of limited partnership of the Operating Partnership in respect of realized gains on the disposition of an Investment, Adjusted Net Income, for purposes of calculating the Operating Expenses, shall exclude the gain from the disposition of such Investment.