Common use of Payments to and Duties of Advisor Upon Termination Clause in Contracts

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation or the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition, in accordance with the provisions of Paragraph 12, the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factors. (b) The Advisor shall promptly upon termination: (i) pay over to the Corporation and the Operating Partnership all money collected and held for the account of the Corporation and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Directors; (iii) deliver to the Board of Directors all Assets and documents of the Corporation and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with the Corporation and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor of unpaid expense reimbursements pursuant to this Section 17 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation Company or the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition, in accordance with the provisions of Paragraph Section 12, the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph Section 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factors. (b) The Advisor shall promptly upon termination: (i) pay over to the Corporation Company and the Operating Partnership all money collected and held for the account of the Corporation Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Directors; (iii) deliver to the Board of Directors all Assets assets, including Real Properties, Real Estate Related Securities and Debt Investments, and documents of the Corporation Company and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with the Corporation Company and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Section 19 shall be subject to the 2.0%/25.0% Guidelines to the extent applicable. (a) After the Termination Dateexpiration or termination of this Agreement, the Advisor shall not be entitled to compensation for further services hereunder except that it shall be entitled to the Acquisition Fee to the extent provided by Section 8(a) and it shall be entitled to receive from the Corporation or the Operating Partnership Company within 30 thirty (30) days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition, in accordance with the provisions of Paragraph 12, the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factors.; and (b) The Advisor shall promptly upon termination: (i) pay over to the Corporation and the Operating Partnership Company all money collected and held for the account of the Corporation and the Operating Partnership Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of DirectorsBoard; (iii) deliver to the Board of Directors all Assets assets, including Properties and Real Estate-Related Investments, and documents of the Corporation and the Operating Partnership Company then in the custody of the Advisor; and (iv) cooperate with the Corporation and the Operating Partnership Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Section 17 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation or the Operating Partnership Company within 30 days after the effective date of such termination the following: (i) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition.; and (ii) the Subordinated Performance Fee Due Upon Termination, in accordance with provided that no Subordinated Performance Fee Due Upon Termination will be paid if the provisions of Paragraph 12, Company has paid or is obligated to pay the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factorsSubordinated Incentive Fee. (b) The Advisor shall promptly upon termination: (i) pay over to the Corporation and the Operating Partnership Company all money collected and held for the account of the Corporation and the Operating Partnership Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of DirectorsBoard; (iii) deliver to the Board of Directors all Assets assets, including Properties, and documents of the Corporation and the Operating Partnership Company then in the custody of the Advisor; and (iv) cooperate with the Corporation and the Operating Partnership Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor of unpaid expense reimbursements pursuant to this Section 19 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation Company or the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition, in accordance with the provisions of Paragraph 12, the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factors. (b) The Advisor shall promptly upon termination: (i) pay over to the Corporation Company and the Operating Partnership all money collected and held for the account of the Corporation Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Directors; (iii) deliver to the Board of Directors all Assets assets, including Real Properties and Real Estate Related Securities, and documents of the Corporation Company and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with the Corporation Company and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder hereunder, except it shall be entitled to and receive from the Corporation or the Operating Partnership Trust within 30 days after the effective date of such termination all unpaid reimbursements of expenses provided for herein, subject to the provisions of Section 3.04 hereof, and all earned but unpaid contingent liabilities related to fees payable to the Advisor prior to termination of this Agreement. In addition, provided that the Subordinated Incentive Fee, if any, shall be paid in accordance with the provisions of Paragraph 12Section 3.01(d) and the Subordinated Incentive Listing Fee, the Advisor if any, shall be entitled to receive any Excess Amount (as defined paid in Paragraph 12) for which accordance with the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factorsprovisions of Section 3.01(g). (b) The Advisor shall promptly upon termination: (i) pay over to the Corporation and the Operating Partnership Trust all money collected and held for the account of the Corporation and the Operating Partnership Trust pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of DirectorsBoard; (iii) deliver to the Board of Directors all Assets assets, including the Assets, and documents of the Corporation and the Operating Partnership Trust then in the custody of the Advisor; and (iv) cooperate with with, and take all reasonable actions requested by, the Corporation and the Operating Partnership Trust to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation or the Operating Partnership Company within 30 days after the effective date of such termination the following: (i) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition, in accordance with ; and (ii) the provisions Subordinated Performance Fee Due Upon Termination; provided that no Subordinated Performance Fee Due Upon Termination will be paid if this Agreement is terminated by the Company as a result of Paragraph 12, an Event of Default by the Advisor shall be entitled to receive any Excess Amount (as defined provided in Paragraph 12) for which 21 or if the Independent Directors determined (before Advisor voluntarily terminates this Agreement under Paragraph 15 hereof or after if the Termination Date) that there was justification based on unusual and nonrecurring factorsCompany has paid or is obligated to pay the Subordinated Incentive Fee. (b) The Advisor shall promptly upon termination: (i) pay over to the Corporation and the Operating Partnership Company all money collected and held for the account of the Corporation and the Operating Partnership Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of DirectorsBoard; (iii) deliver to the Board of Directors all Assets assets, including Properties, Loans and other Permitted Investments, and documents of the Corporation and the Operating Partnership Company then in the custody of the Advisor; and (iv) cooperate with the Corporation and the Operating Partnership Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Paragraph 17 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation or the Operating Partnership Company within 30 days after the effective date of such termination the following: (i) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition; and (ii) the Subordinated Performance Fee Due Upon Termination, in accordance with provided that no Subordinated Performance Fee Due Upon Termination will be paid if the provisions of Paragraph 12, Company has paid or is obligated to pay the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factorsSubordinated Incentive Fee. (b) The Advisor shall promptly upon termination: (i) pay over to the Corporation and the Operating Partnership Company all money collected and held for the account of the Corporation and the Operating Partnership Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of DirectorsBoard; (iii) deliver to the Board of Directors all Assets assets, including Properties, and documents of the Corporation and the Operating Partnership Company then in the custody of the Advisor; and (iv) cooperate with the Corporation and the Operating Partnership Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation or the Operating Partnership within 30 days after the effective date of such termination termination: (i) subject to the limitations set forth in Paragraph 12 hereof and in the Charter, all unpaid reimbursements of expenses expenses, including without limitation, subject to the limitation described in Paragraph 10(a)(i) hereof, any Organization and Offering Expenses that have not been reimbursed to the Advisor as of the Termination Date; and (ii) all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. . (b) In addition, in accordance with the provisions of Paragraph 12, the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factors. (bc) The Advisor shall promptly upon termination: (i) pay over to the Corporation and the Operating Partnership all money collected and held for the account of the Corporation and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Directors; (iii) deliver to the Board of Directors all Assets and documents of the Corporation and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with the Corporation and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Section 16 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation or the Operating Partnership Company within 30 days after the effective date of such termination the following: (i) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition; and (ii) the Subordinated Performance Fee Due Upon Termination, in accordance with provided that no Subordinated Performance Fee Due Upon Termination will be paid if the provisions of Paragraph 12, Company has paid or is obligated to pay the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factorsSubordinated Incentive Fee. (b) The Advisor shall promptly upon termination: (i) pay over to the Corporation and the Operating Partnership Company all money collected and held for the account of the Corporation and the Operating Partnership Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of DirectorsBoard; (iii) deliver to the Board of Directors all Assets assets, including Properties, and documents of the Corporation and the Operating Partnership Company then in the custody of the Advisor; and (iv) cooperate with the Corporation and the Operating Partnership Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor of unpaid expense reimbursements pursuant to this Section 19 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation or the Operating Partnership Trust within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all unpaid fees, including, without limitation all unpaid Advisory Fees, that were earned but unpaid fees payable by the Advisor, or that otherwise accrued, prior to the Advisor prior to termination of this Agreement. In addition, in accordance with the provisions of Paragraph 12, the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factors. (b) The Advisor shall promptly upon termination: (i) pay over to the Corporation and Trust or the Operating Partnership Controlled Partnership, as the case may be, all money collected and held for the account of the Corporation and Trust or the Operating Partnership Controlled Partnership, respectively pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors Trustees a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of DirectorsTrustees; (iii) deliver to the Board of Directors Trustees all Assets assets, including Properties, and documents of the Corporation and Trust or the Operating Partnership Controlled Partnership, as the case may be, then in the custody of the Advisor; and (iv) cooperate with the Corporation Trust and the Operating Partnership Controlled Partnership, as the case may be, to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation or the Operating Partnership Company within 30 days after the effective date of such termination the following: (i) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition; and (ii) the Subordinated Performance Fee Due Upon Termination, in accordance with provided that no Subordinated Performance Fee Due Upon Termination will be paid if the provisions of Paragraph 12, Company has paid or is obligated to pay the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factorsSubordinated Incentive Fee. (b) The Advisor shall promptly upon termination: (i) pay over to the Corporation and the Operating Partnership Company all money collected and held for the account of the Corporation and the Operating Partnership Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of DirectorsBoard; (iii) deliver to the Board of Directors all Assets assets, including Properties, Loans and other Permitted Investments, and documents of the Corporation and the Operating Partnership Company then in the custody of the Advisor; and (iv) cooperate with the Corporation and the Operating Partnership Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to and receive from the Corporation or the Operating Partnership Company within 30 days after the effective date of such the termination all unpaid reimbursements of expenses expenses, subject to the provisions of Section 3.04 hereof, and all earned but unpaid contingent liabilities related to fees payable to the Advisor prior to termination of this Agreement. In addition, in accordance with the provisions of Paragraph 12, the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factors. (b) The Advisor shall promptly upon termination: (i) pay over to the Corporation and the Operating Partnership Company all money collected and held for the account of the Corporation and the Operating Partnership Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of DirectorsBoard; (iii) deliver to the Board of Directors all Assets assets, including the Assets, and documents of the Corporation and the Operating Partnership Company then in the custody of the Advisor; and (iv) cooperate with the Corporation Company and take all reasonable actions requested by the Operating Partnership Company to provide an orderly management transition. (c) In the event that this Agreement is terminated or allowed to expire without renewal, which termination or expiration occurs prior to the Company’s or the Advisor’s reimbursement of Organization and Offering Expenses pursuant to the provisions of Section 3.02(c), the appropriate party, within 90 days after the end of the year in which the Follow-on Offering terminates, shall make the necessary reimbursement.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation or the Operating Partnership Company within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition, in accordance with the provisions exclusive of Paragraph 12disputed items arising out of possible unauthorized transactions. (b) Upon termination, the Advisor shall be entitled to receive any Excess Amount (payment of the Subordinated Participation Fee on the basis as defined described above in Paragraph 12) for which the Independent Directors determined (before or after 9(g). The Advisor shall be entitled to receive all accrued but unpaid compensation and expense reimbursements in cash within 30 days of the Termination Date) that there was justification based on unusual and nonrecurring factors. (bc) The Advisor shall promptly upon termination: (i) pay over to the Corporation and the Operating Partnership Company all money collected and held for the account of the Corporation and the Operating Partnership Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Directors; (iii) deliver to the Board of Directors all Assets assets, including Properties and other Permitted Investments, and documents of the Corporation and the Operating Partnership Company then in the custody of the Advisor; and (iv) cooperate with the Corporation and the Operating Partnership Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation or the Operating Partnership Company within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition, in accordance with the provisions exclusive of Paragraph 12disputed items arising out of possible unauthorized transactions. (b) Upon termination, the Advisor shall be entitled to receive any Excess Amount (payment of the Liquidation Fee on the basis as defined described above in Paragraph 12) for which the Independent Directors determined (before or after 9(g). The Advisor shall be entitled to receive all accrued but unpaid compensation and expense reimbursements in cash within 30 days of the Termination Date) that there was justification based on unusual and nonrecurring factors. (bc) The Advisor shall promptly upon termination: (i) pay over to the Corporation and the Operating Partnership Company all money collected and held for the account of the Corporation and the Operating Partnership Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Directors; (iii) deliver to the Board of Directors all Assets assets, including Properties, and documents of the Corporation and the Operating Partnership Company then in the custody of the Advisor; and (iv) cooperate with the Corporation and the Operating Partnership Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation or the Operating Partnership Company within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition, in accordance with the provisions exclusive of Paragraph 12disputed items arising out of possible unauthorized transactions. (b) Upon termination, the Advisor shall be entitled to receive any Excess Amount (payment of the Subordinated Participation Fee on the basis as defined described above in Paragraph 12) for which the Independent Directors determined (before or after 9(g). The Advisor shall be entitled to receive all accrued but unpaid compensation and expense reimbursements in cash within 30 days of the Termination Date) that there was justification based on unusual and nonrecurring factors. (bc) The Advisor shall promptly upon termination: (i) pay over to the Corporation and the Operating Partnership Company all money collected and held for the account of the Corporation and the Operating Partnership Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Directors; (iii) deliver to the Board of Directors all Assets assets, including Properties, and documents of the Corporation and the Operating Partnership Company then in the custody of the Advisor; and (iv) cooperate with the Corporation and the Operating Partnership Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation or the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition, in accordance with the provisions of Paragraph Section 12, the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph Section 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factors. (b) The Advisor shall promptly upon termination: (i) pay over to the Corporation and the Operating Partnership all money collected and held for the account of the Corporation and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Directors; (iii) deliver to the Board of Directors all Assets and documents of the Corporation and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with the Corporation and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation Company or the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition, in accordance with the provisions of Paragraph 12, the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factors. (b) The the Advisor shall promptly upon termination: (i) pay over to the Corporation Company and the Operating Partnership all money collected and held for the account of the Corporation Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of DirectorsBoard; (iii) deliver to the Board of Directors all Assets assets, including all Investments, and documents of the Corporation Company and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with with, and take all reasonable actions requested by, the Corporation Company and the Operating Partnership to provide Board in making an orderly management transitiontransition of the advisory function, provided that, notwithstanding anything to the contrary in this Agreement, the Advisor and its Affiliates shall be reimbursed for all internal and third-party expenses incurred in connection with providing such transition (including salaries, benefits and overhead of personnel).

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Section 22 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Dateexpiration or termination of this Agreement, the Advisor shall not be entitled to compensation for further services hereunder except that it shall be entitled to the Acquisition Fee to the extent provided by Section 8(a) and it shall be entitled to receive from the Corporation or the Operating Partnership Company within 30 thirty (30) days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition, in accordance with the provisions of Paragraph 12, the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factors.; and (b) The Advisor shall promptly upon termination: (i) pay over to the Corporation and the Operating Partnership Company all money collected and held for the account of the Corporation and the Operating Partnership Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of DirectorsBoard; (iii) deliver to the Board of Directors all Assets assets, including Properties and Real Estate Related Securities, and documents of the Corporation and the Operating Partnership Company then in the custody of the Advisor; and (iv) cooperate with the Corporation and the Operating Partnership Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation or the Operating Partnership Company within 30 days after the effective date of such termination the following: (i) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition.; and (ii) the Subordinated Performance Fee Due Upon Termination, in accordance with provided that no Subordinated Performance Fee Due Upon Termination will be paid if the provisions of Paragraph 12, Company has paid or is obligated to pay the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factorsSubordinated Incentive Fee. (b) The Advisor shall promptly upon termination: (i) pay over to the Corporation and the Operating Partnership Company all money collected and held for the account of the Corporation and the Operating Partnership Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of DirectorsBoard; (iii) deliver to the Board of Directors all Assets assets, including Properties, Loans and other Permitted Investments, and documents of the Corporation and the Operating Partnership Company then in the custody of the Advisor; and (iv) cooperate with the Corporation and the Operating Partnership Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor of unpaid expense reimbursements pursuant to this Section 19 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation Company or the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition, in accordance with the provisions of Paragraph 12, the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factors. (b) The Advisor shall promptly upon termination: (i) pay over to the Corporation Company and the Operating Partnership all money collected and held for the account of the Corporation Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Directors; (iii) deliver to the Board of Directors all Assets assets, including Real Properties, Real Estate Related Securities and Debt Investments, and documents of the Corporation Company and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with the Corporation Company and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor of unpaid expense reimbursements pursuant to this Section 17 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation Company or the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition, in accordance with the provisions of Paragraph 12, the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factors. (b) The Advisor shall promptly upon termination: (i) pay over to the Corporation Company and the Operating Partnership all money collected and held for the account of the Corporation Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Directors; (iii) deliver to the Board of Directors all Assets assets, including Real Properties, Real Estate Related Securities and Debt Investments, and documents of the Corporation Company and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with the Corporation Company and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Section 17 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation or the Operating Partnership Company within 30 days after the effective date of such termination the following: (i) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition; and (ii) the Subordinated Performance Fee Due Upon Termination, in accordance with provided that no Subordinated Performance Fee Due Upon Termination will be paid if the provisions of Paragraph 12, Company has paid or is obligated to pay the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factorsSubordinated Incentive Fee. (b) The Advisor shall promptly upon termination: (i) pay over to the Corporation and the Operating Partnership Company all money collected and held for the account of the Corporation and the Operating Partnership Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of DirectorsBoard; (iii) deliver to the Board of Directors all Assets assets, including Properties, and documents of the Corporation and the Operating Partnership Company then in the custody of the Advisor; and (iv) cooperate with the Corporation and the Operating Partnership Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation Trust or the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition, in accordance with the provisions of Paragraph 12, the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph 12) for which the Independent Directors Trustees determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factors. (b) The Advisor shall promptly upon termination: (i) pay over to the Corporation Trust and the Operating Partnership all money collected and held for the account of the Corporation Trust and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors Trustees a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of DirectorsTrustees; (iii) deliver to the Board of Directors Trustees all Assets and documents of the Corporation Trust and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with the Corporation Trust and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation or the Operating Partnership within 30 days after the effective date of such termination termination: (i) subject to the limitations set forth in Paragraph 12 hereof and in the Charter, all unpaid reimbursements of expenses expenses, including without limitation, subject to the limitation described in Paragraph 10(a)(i) hereof, any Organization and Offering Expenses that have not been reimbursed to the Advisor as of the Termination Date; and (ii) all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. . (b) In addition, in accordance with the provisions of Paragraph 12, the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factors. (bc) The Advisor shall promptly upon termination:: ​ (i) pay over to the Corporation and the Operating Partnership all money collected and held for the account of the Corporation and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Directors; (iii) deliver to the Board of Directors all Assets and documents of the Corporation and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with the Corporation and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Section16 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation or the Operating Partnership Company within 30 days after the effective date of such termination the following: (i) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition; and (ii) the Subordinated Performance Fee Due Upon Termination, in accordance with provided that no Subordinated Performance Fee Due Upon Termination will be paid if the provisions of Paragraph 12, Company has paid or is obligated to pay the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factorsSubordinated Incentive Fee. (b) The Advisor shall promptly upon termination: (i) pay over to the Corporation and the Operating Partnership Company all money collected and held for the account of the Corporation and the Operating Partnership Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of DirectorsBoard; (iii) deliver to the Board of Directors all Assets assets, including Properties, and documents of the Corporation and the Operating Partnership Company then in the custody of the Advisor; and (iv) cooperate with the Corporation and the Operating Partnership Company to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation or the Operating Partnership within 30 days after the effective date of such termination termination: (i) subject to the limitations set forth in Paragraph 12 hereof and in the Charter, all unpaid reimbursements of expenses ​ expenses, including without limitation, subject to the limitation described in Paragraph 10(a)(i) hereof, any Organization and Offering Expenses that have not been reimbursed to the Advisor as of the Termination Date; and (ii) all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. . (b) In addition, in accordance with the provisions of Paragraph 12, the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factors. (bc) The Advisor shall promptly upon termination: (i) pay over to the Corporation and the Operating Partnership all money collected and held for the account of the Corporation and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Directors; (iii) deliver to the Board of Directors all Assets and documents of the Corporation and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with the Corporation and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor of unpaid expense reimbursements pursuant to this Section 17 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation Company or the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition, in ​ accordance with the provisions of Paragraph Section 12, the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph Section 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factors. (b) The Advisor shall promptly upon termination: (i) pay over to the Corporation Company and the Operating Partnership all money collected and held for the account of the Corporation Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Directors; (iii) deliver to the Board of Directors all Assets assets, including Real Properties, Real Estate Related Securities and Debt Investments, and documents of the Corporation Company and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with the Corporation Company and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor pursuant to this Paragraph (19) shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation or the Operating Partnership Company within 30 days after of the effective date of such termination Termination Date all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement, exclusive of disputed items arising out of possible unauthorized transactions. In addition, in accordance with the provisions of Paragraph 12, All other amounts payable to the Advisor in the event of a termination shall be entitled evidenced by a promissory note and shall be payable from time to receive any Excess Amount (as defined in Paragraph 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factorstime. (b) The Advisor shall promptly upon termination: (i) pay over to the Corporation and the Operating Partnership Company all money collected and held for the account of the Corporation and the Operating Partnership Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Directors; (iii) deliver to the Board of Directors all Assets assets, including Properties, Mortgage Loans, and other Permitted Investments, and documents of the Corporation and the Operating Partnership Company then in the custody of the Advisor; and (iv) cooperate with the Corporation Company and the Operating Partnership its Directors to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation or the Operating Partnership within 30 days after the effective date of such termination termination: (i) subject to the limitations set forth in Paragraph 12 hereof and in the Charter, all unpaid reimbursements of expenses expenses, including without limitation, subject to the limitation described in Paragraph 10(a)(i) hereof, any Organization and Offering Expenses that have not been reimbursed to the Advisor as of the Termination Date; and (ii) all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. . (b) In addition, in accordance with the provisions of Paragraph 12, the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factors.. ​ (bc) The Advisor shall promptly upon termination: (i) pay over to the Corporation and the Operating Partnership all money collected and held for the account of the Corporation and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Directors; (iii) deliver to the Board of Directors all Assets and documents of the Corporation and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with the Corporation and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation or the Operating Partnership Company within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition, in accordance with the provisions exclusive of Paragraph 12, the disputed items arising out of possible unauthorized transactions. (b) The Advisor shall be entitled to receive any Excess Amount (as defined all accrued but unpaid compensation and expense reimbursements in Paragraph 12) for which the Independent Directors determined (before or after cash within 30 days of the Termination Date) that there was justification based on unusual and nonrecurring factors. (bc) The Advisor shall promptly upon termination: (i) pay over to the Corporation and the Operating Partnership Company all money collected and held for the account of the Corporation and the Operating Partnership Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Company and the full Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of DirectorsCompany; (iii) deliver to the Company and the full Board of Directors all Assets assets, including Properties, and documents of the Corporation and the Operating Partnership Company then in the custody of the Advisor; and (iv) cooperate with the Corporation and the Operating Partnership Company to provide an orderly management transitiontransition of the advisory function.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor of unpaid expense reimbursements pursuant to this Section 17 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation Company or the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition, in accordance with the provisions of Paragraph Section 12, the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph Section 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factors.. ​ (b) The Advisor shall promptly upon termination: (i) pay over to the Corporation Company and the Operating Partnership all money collected and held for the account of the Corporation Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Directors; (iii) deliver to the Board of Directors all Assets assets, including Real Properties, Real Estate Related Securities and Debt Investments, and documents of the Corporation Company and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with the Corporation Company and the Operating Partnership to provide an orderly management transition.

Payments to and Duties of Advisor Upon Termination. Payments to the Advisor of unpaid expense reimbursements pursuant to this Section 17 shall be subject to the 2%/25% Guidelines to the extent applicable. (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Corporation Company or the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition, in accordance with the provisions of Paragraph Section 12, the Advisor shall be entitled to receive any Excess Amount (as defined in Paragraph Section 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factors. (b) The Advisor shall promptly upon termination: (i) pay over to the Corporation Company and the Operating Partnership all money collected and held for the account of the Corporation Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Directors; (iii) deliver to the Board of Directors all Assets assets, including Real Properties, Real Estate Related Securities and Debt Investments, and documents of the Corporation Company and the Operating Partnership then in the custody of the Advisor; and (iv) cooperate with the Corporation Company and the Operating Partnership to provide an orderly management transition.. ​ ​