Common use of Performance Fee Clause in Contracts

Performance Fee. In addition to the Asset Management Fee described in Section 9(a) above, the Company shall also pay to the Advisor as compensation for the advisory services rendered to the Company hereunder an amount equal to one half percent per annum of the Average Invested Assets of the Company (the "Performance Fee") calculated as set forth below. The Performance Fee will be calculated monthly, beginning with the month in which the Company first makes an investment in Properties or Loans, on the basis of one-twelfth of one half percent of the Average Invested Assets during the previous month, computed as a daily average. The Performance Fee calculated with respect to each month shall be payable on a quarterly basis on the last day of the first month of the immediately following fiscal quarter. Payment of this fee for any quarter shall be payable only if the Shareholders have received a Preferred Return. Any portion of the Performance Fee not paid due to the Company's failure to pay the Preferred Return shall be paid by the Company, to the extent it is not restricted by the 2%/25% Guidelines as described below, at the end of the next fiscal quarter through which the Company has paid the Preferred Return. If at the end of any fiscal quarter, the Company's Operating Expenses exceed the 2%/25% Guidelines over the immediately preceding 12 months, payment of the Performance Fee will be withheld to the extent necessary to cause the Company to satisfy the 2%/25% Guidelines. Any portion of the Performance Fee not paid due to the Company's failure to satisfy the 2%/25% Guidelines shall be paid at the end of the next fiscal quarter to the extent such payment would not cause the Company to fail to satisfy the 2%/25% Guidelines if such payment were to be included in the Company's Operating Expenses for the 12 months preceding such payment. For purposes of determining the Performance Fee, the price per share shall be: (i) the net asset value per share as determined by the most recent appraisal performed by an independent third party or, if an appraisal has not yet been performed, (ii) $10 per share. Any part of the Performance Fee that has been subordinated pursuant to this subsection (b) shall not be deemed earned until such time as payable hereunder.

Performance Fee. In addition (a) The Company agrees to the Asset Management Fee described in Section 9(a) above, the Company shall also pay to the Advisor Underwriting Manager a performance fee (the “Performance Fee”) with respect to the Covered Contracts underwritten hereunder and incepting during each calendar year (whether a full year or part hereof) during the Underwriting Term equal to 12.5% of the Cumulative Adjusted Net Income for such underwriting year or portion thereof. (b) Within ninety (90) days following the end of each calendar year during the Underwriting Term and within thirty (30) days following the end of each calendar quarter thereafter, the Underwriting Manager shall (i) calculate the Performance Fee for such underwriting year as compensation for of the advisory services rendered end of such period and (ii) deliver to the Company hereunder an amount equal to one half percent per annum a report (a “Performance Fee Report”) setting forth the Underwriting Manager’s calculation of the Average Invested Assets Performance Fee and the components thereof and the aggregate amount of the Company (the "Performance Fee") calculated as set forth belowFee previously paid with respect to such underwriting year. The Performance Fee will shall be calculated monthlybased on the Company’s audited financial statements for such calendar year determined in accordance with GAAP and all of the Company’s subsequent unaudited quarterly and audited annual financial statements determined in accordance with GAAP through the calculation date. Following the delivery of each Performance Fee Report, beginning with the month in which Underwriting Manager shall (i) provide to the Company first makes an investment in Properties or Loans, on the basis and its authorized representatives copies of one-twelfth of one half percent of the Average Invested Assets during the previous month, computed as a daily average. The Performance Fee calculated with respect such work papers and other documents relating to each month shall be payable on a quarterly basis on the last day of the first month of the immediately following fiscal quarter. Payment of this fee for any quarter shall be payable only if the Shareholders have received a Preferred Return. Any portion its preparation of the Performance Fee not paid due to the Company's failure to pay the Preferred Return shall be paid by the Company, to the extent it is not restricted by the 2%/25% Guidelines Report as described below, at the end of the next fiscal quarter through which the Company has paid the Preferred Return. If at the end of any fiscal quarteror its authorized representatives may reasonably request and (ii) cooperate with, and make its personnel reasonably available to, the Company's Operating Expenses exceed Company and its authorized representatives for the 2%/25% Guidelines over purpose of providing such other information as the immediately preceding 12 months, payment of Company and its authorized representatives may reasonably request concerning the Performance Fee will be withheld Report. (c) Subject to Section 5.4 below, within fifteen (15) days following the extent necessary to cause the Company to satisfy the 2%/25% Guidelines. Any portion Company’s receipt of the each Performance Fee not paid due to the Company's failure to satisfy the 2%/25% Guidelines shall be paid at the end of the next fiscal quarter to the extent such payment would not cause the Company to fail to satisfy the 2%/25% Guidelines if such payment were to be included in the Company's Operating Expenses for the 12 months preceding such payment. For purposes of determining the Performance FeeReport, the price per share shall be: (i) the net asset value per share Company shall pay to the Underwriting Manager the amount, if any, that the Performance Fee for such underwriting year as determined set forth in the Performance Fee Report exceeds the aggregate amount of any Performance Fee previously paid by the most recent appraisal performed by an independent third party or, if an appraisal has Company to the Underwriting Manager for such underwriting year and not yet been performed, returned to the Company pursuant to this Section 5.2(c) or (ii) $10 per share. Any part of the Underwriting Manager shall pay to the Company the amount, if any, that the Performance Fee that has been subordinated for such underwriting year as set forth in the Performance Fee Report is less than the aggregate amount of any Performance Fee previously paid by the Company to the Underwriting Manager for such underwriting year and not returned to the Company pursuant to this subsection Section 5.2(c). (bd) Notwithstanding anything to the contrary contained in this Section 5.2, in the event that this Agreement is terminated by the Company with respect to all of the services pursuant to Section 9.2(b), the Performance Fee payable to the Underwriting Manager for any period subsequent to such termination shall be reduced by the amount of all fees and expenses incurred by the Company to perform, or to retain a third party administrator to perform, all of the services that would be required to be provided by the Underwriting Manager hereunder were this Agreement not be deemed earned until such time as payable hereunderso terminated.

Performance Fee. In addition (a) The Company agrees to the Asset Management Fee described in Section 9(a) above, the Company shall also pay to the Advisor as compensation Underwriting Manager a performance fee (the “Performance Fee”) with respect to the Covered Contracts underwritten hereunder and incepting during the Underwriting Term equal to eight and one third percent (8 1/3%) of the Cumulative Adjusted Net Income for the advisory services rendered Underwriting Term. (b) Within ninety (90) days following the end of the Underwriting Term and within thirty (30) days following the end of each fiscal quarter thereafter, the Underwriting Manager shall (i) calculate the Performance Fee for the Underwriting Term as of the end of such period and (ii) deliver to the Company hereunder an amount equal to one half percent per annum a report (a “Performance Fee Report”) setting forth the Underwriting Manager’s calculation of the Average Invested Assets Performance Fee and the components thereof and the aggregate amount of Performance Fee previously paid with respect to the Company (the "Performance Fee") calculated as set forth belowUnderwriting Term. The Performance Fee will shall be calculated monthlybased on the Company’s audited financial statements determined in accordance with GAAP and all of the Company’s subsequent unaudited quarterly and audited annual financial statements determined in accordance with GAAP through the calculation date. Following the delivery of each Performance Fee Report, beginning with the month in which Underwriting Manager shall (x) provide to the Company first makes an investment in Properties or Loans, on the basis and its authorized representatives copies of one-twelfth of one half percent of the Average Invested Assets during the previous month, computed as a daily average. The Performance Fee calculated with respect such work papers and other documents relating to each month shall be payable on a quarterly basis on the last day of the first month of the immediately following fiscal quarter. Payment of this fee for any quarter shall be payable only if the Shareholders have received a Preferred Return. Any portion its preparation of the Performance Fee not paid due to the Company's failure to pay the Preferred Return shall be paid by the Company, to the extent it is not restricted by the 2%/25% Guidelines Report as described below, at the end of the next fiscal quarter through which the Company has paid the Preferred Return. If at the end of any fiscal quarteror its authorized representatives may reasonably request and (y) cooperate with, and make its personnel reasonably available to, the Company's Operating Expenses exceed Company and its authorized representatives for the 2%/25% Guidelines over purpose of providing such other information as the immediately preceding 12 months, payment of Company and its authorized representatives may reasonably request concerning the Performance Fee will be withheld Report. (c) Subject to Section 5.4 below, within fifteen (15) days following the extent necessary to cause the Company to satisfy the 2%/25% Guidelines. Any portion Company’s receipt of the each Performance Fee not paid due to the Company's failure to satisfy the 2%/25% Guidelines shall be paid at the end of the next fiscal quarter to the extent such payment would not cause the Company to fail to satisfy the 2%/25% Guidelines if such payment were to be included in the Company's Operating Expenses for the 12 months preceding such payment. For purposes of determining the Performance FeeReport, the price per share shall be: (i) the net asset value per share Company shall pay to the Underwriting Manager the amount, if any, that the Performance Fee as determined set forth in the Performance Fee Report exceeds the aggregate amount of any Performance Fee previously paid by the most recent appraisal performed by an independent third party or, if an appraisal has Company to the Underwriting Manager and not yet been performed, returned to the Company pursuant to this Section 5.2(c) or (ii) $10 per share. Any part of the Underwriting Manager shall pay to the Company the amount, if any, that the Performance Fee that has been subordinated as set forth in the Performance Fee Report is less than the aggregate amount of any Performance Fee previously paid by the Company to the Underwriting Manager and not returned to the Company pursuant to this subsection Section 5.2(c). (bd) Notwithstanding anything to the contrary contained in this Section 5.2, in the event that this Agreement is terminated by the Company with respect to all of the services pursuant to Section 9.2(b), the Performance Fee payable to the Underwriting Manager for any period subsequent to such termination shall be reduced by the amount of all fees and expenses incurred by the Company to perform, or to retain a third party administrator to perform, all of the services that would be required to be provided by the Underwriting Manager hereunder were this Agreement not be deemed earned until such time as payable hereunderso terminated.

Performance Fee. In addition to the Asset Management Fee described in Section 9(a) above, the Company shall also pay to the Advisor as compensation for the advisory services rendered to the Company hereunder an amount equal to one half of one percent per annum of the Average Invested Assets of the Company (the "Performance Fee") calculated as set forth below. The Performance Fee will be calculated monthly, beginning with the month in which the Company first makes an investment in Properties or Loans, on the basis of one-twelfth of one half of one percent of the Average Invested Assets during the previous month, computed as a daily average. The Performance Fee calculated with respect to each month shall be payable on a quarterly basis on the last day of the first month of the immediately following fiscal quarter. Payment of this fee for any quarter shall will be payable only if subordinated to the Shareholders have received a Preferred Returnpreferred return of six percent. Any portion of the Performance Fee not paid due to the Company's failure to pay the Preferred Return shall be paid by the Company, to the extent it is not restricted by the 2%/25% Guidelines as described below, at the end of the next fiscal quarter through which the Company has paid the Preferred Return. If at the end of any fiscal quarter, the Company's Operating Expenses exceed the 2%/25% Guidelines over the immediately preceding 12 months, payment of the Performance Fee will be withheld to the extent necessary to cause the Company to satisfy the 2%/25% Guidelines. Any portion of the Performance Fee not paid due to the Company's failure to satisfy the 2%/25% Guidelines shall be paid at the end of the next fiscal quarter to the extent such payment would not cause the Company to fail to satisfy the 2%/25% Guidelines if such payment were to be included in the Company's Operating Expenses for the 12 months preceding such payment. For purposes of determining the amount of the Performance Fee, the price per share shall Average Invested Assets will be: , in any particular month, (i) for all months during the net asset period from inception of the Company through December 31, 2004, the average of the aggregate book value per share of the assets of the Company invested, directly or indirectly, in equity interests, in Properties and in Loans secured by real estate, before reserves for depreciation or bad debts or other similar non-cash reserves, all as determined by shown on the most recent appraisal performed by an independent third party or, if an appraisal has not yet been performed, books of the Company on each day of such month and (ii) $10 per sharefor all months beginning after December 31, 2004, the estimated value of all of the Company's Properties determined in accordance with the most recently conducted Valuation, plus the principal balance of all Loans. Any part of the Performance Fee that has been subordinated pursuant to this subsection (b) shall not be deemed earned until such time as payable hereunder.

Performance Fee. In addition to the Asset Management Fee described in Section 9(a) above, the Company shall also pay to the Advisor as compensation for the advisory services rendered to the Company hereunder an amount equal to one half percent .5% per annum of the Average Invested Assets of the Company (the "Performance Fee") calculated as set forth below. The Performance Fee will be calculated monthly, beginning with the month in which the Company first makes an investment in Properties or Loans, on the basis of one-twelfth of one half percent .5% of the Average Invested Assets during the previous month, computed as a daily average. The Performance Fee calculated with respect to each month shall be payable on a quarterly basis on the last day of the first month of the immediately following fiscal quarter. Payment of this fee for any quarter shall be payable , but only if the Company has paid Dividends to Shareholders have received a in an amount sufficient to pay the Preferred ReturnReturn for the period beginning with the Initial Closing Date and ending on the last day of the most recently completed fiscal quarter. Any portion of the Performance Fee not paid due to the Company's failure to pay the Preferred Return shall be paid by the Company, to the extent it is not restricted by the 2%/25% Guidelines as described below, at the end of the next fiscal quarter through which the Company has paid the Preferred Return. If at the end of any fiscal quarter, the Company's Operating Expenses exceed the 2%/25% Guidelines over the immediately preceding 12 months, payment of the Performance Fee will be withheld to the extent necessary to cause the Company to satisfy the 2%/25% Guidelines. Any portion of the Performance Fee not paid due to the Company's failure to satisfy the 2%/25% Guidelines shall be paid at the end of the next fiscal quarter to the extent such payment would not cause the Company to fail to satisfy the 2%/25% Guidelines if such payment were to be included in the Company's Operating Expenses for the 12 months preceding such payment. For purposes of determining the amount of the Performance Fee, the price per share shall Average Invested Assets will be: , in any particular month, (i) for all months during the net asset period from inception of the Company through December 31, 1998, the average of the aggregate book value per share of the assets of the Company invested, directly or indirectly, in equity interests, in Properties and in Loans secured by real estate, before reserves for depreciation or bad debts or other similar non-cash reserves, all as determined by shown on the most recent appraisal performed by an independent third party or, if an appraisal has not yet been performed, books of the Company on each day of such month and (ii) $10 per sharefor all months beginning after December 31, 1998, the estimated value of all of the Company's Properties determined in accordance with the most recently conducted Valuation, plus the principal balance of all Loans. Any part of the Performance Fee that has been subordinated pursuant to this subsection (b) shall not be deemed earned until such time as payable hereunder.

Performance Fee. In addition to the Asset Management Fee described in Section 9(a) above, the Company shall also pay to the Advisor as compensation for the advisory services rendered to the Company hereunder an amount equal to one half percent .5% per annum of the Average Invested Assets of the Company (the "Performance Fee") calculated as set forth below. The Performance Fee will be calculated monthly, beginning with the month in which the Company first makes an investment in Properties or Loans, on the basis of one-twelfth of one half percent .5% of the Average Invested Assets during the previous month, computed as a daily average. The Performance Fee calculated with respect to each month shall be payable on a quarterly basis on the last day of the first month of the immediately following fiscal quarter. Payment of this fee for any quarter shall be payable , but only if the Shareholders have received a Preferred ReturnCompany has generated Cash Flow from Operations in the aggregate of no less than 7% of Gross Offering Proceeds for the period beginning with the Initial Closing Date and ending on the last day of the most recently completed fiscal quarter. Any portion of the Performance Fee not paid due to the Company's failure to pay the Preferred Return shall be paid by the Company, to the extent it is not restricted by the 2%/25% Guidelines as described below, at the end of the next fiscal quarter through which the Company has paid the Preferred Return. If at the end of any fiscal quarter, the Company's Operating Expenses exceed the 2%/25% Guidelines over the immediately preceding 12 months, payment of the Performance Fee will be withheld to the extent necessary to cause the Company to satisfy the 2%/25% Guidelines. Any portion of the Performance Fee not paid due to the Company's failure to satisfy the 2%/25% Guidelines shall be paid at the end of the next fiscal quarter to the extent such payment would not cause the Company to fail to satisfy the 2%/25% Guidelines if such payment were to be included in the Company's Operating Expenses for the 12 months preceding such payment. For purposes of determining the amount of the Performance Fee, the price per share shall Average Invested Assets will be: (i) , in any particular month, the net asset estimated value per share as of all of the Company's Properties determined by in accordance with the most recent appraisal performed by an independent third party orrecently conducted Valuation, if an appraisal has not yet been performed, (ii) $10 per shareplus the principal balance of all Loans. Any part of the Performance Fee that has been subordinated pursuant to this subsection (b) shall not be deemed earned until such time as payable hereunder.

Performance Fee. In addition to the Asset Management Fee described in Section 9(a) above, the Company shall also pay to the Advisor as compensation for the advisory services rendered to the Company hereunder an amount equal to one half percent .5% per annum of the Average Invested Assets of the Company (the "Performance Fee") calculated as set forth below. The Performance Fee will be calculated monthly, beginning with the month in which the Company first makes an investment in Properties or Loans, on the basis of one-twelfth of one half percent .5% of the Average Invested Assets during the previous month, computed as a daily average. The Performance Fee calculated with respect to each month shall be payable on a quarterly basis on the last day of the first month of the immediately following fiscal quarter. Payment of this fee for any quarter shall be payable , but only if the Company has paid Dividends to Shareholders have received a in an amount sufficient to pay the Preferred ReturnReturn for the period beginning with the Initial Closing Date and ending on the last day of the most recently completed fiscal quarter. Any portion of the Performance Fee not paid due to the Company's failure to pay the Preferred Return shall be paid by the Company, to the extent it is not restricted by the 2%/25% Guidelines as described below, at the end of the next fiscal quarter through which the Company has paid the Preferred Return. If at the end of any fiscal quarter, the Company's Operating Expenses exceed the 2%/25% Guidelines over the immediately preceding 12 months, payment of the Performance Fee will be withheld to the extent necessary to cause the Company to satisfy the 2%/25% Guidelines. Any portion of the Performance Fee not paid due to the Company's failure to satisfy the 2%/25% Guidelines shall be paid at the end of the next fiscal quarter to the extent such payment would not cause the Company to fail to satisfy the 2%/25% Guidelines if such payment were to be included in the Company's Operating Expenses for the 12 months preceding such payment. For purposes of determining the amount of the Performance Fee, the price per share shall Average Invested Assets will be: , in any particular month, (i) for all months during the net asset period from inception of the Company through December 31, 2002, the average of the aggregate book value per share of the assets of the Company invested, directly or indirectly, in equity interests, in Properties and in Loans secured by real estate, before reserves for depreciation or bad debts or other similar non-cash reserves, all as determined by shown on the most recent appraisal performed by an independent third party or, if an appraisal has not yet been performed, books of the Company on each day of such month and (ii) $10 per sharefor all months beginning after December 31, 2002, the estimated value of all of the Company's Properties determined in accordance with the most recently conducted Valuation, plus the principal balance of all Loans. Any part of the Performance Fee that has been subordinated pursuant to this subsection (b) shall not be deemed earned until such time as payable hereunder.

Performance Fee. In addition to the Asset Management Fee described in Section 9(a) above, the Company shall also pay to the Advisor as compensation for the advisory services rendered to the Company hereunder an amount equal to one half of one percent per annum of the Average Invested Assets of the Company (the "Performance Fee") calculated as set forth below. The Performance Fee will be calculated monthly, beginning with the month in which the Company first makes an investment in Properties or Loans, on the basis of one-twelfth of one half of one percent of the Average Invested Assets during the previous month, computed as a daily average. The Performance Fee calculated with respect to each month shall be payable on a quarterly basis on the last day of the first month of the immediately following fiscal quarter. Payment of this fee for any quarter shall will be payable only if subordinated to the Shareholders have received a Preferred Returnpreferred return of six percent. Any portion of the Performance Fee not paid due to the Company's failure to pay the Preferred Return shall be paid by the Company, to the extent it is not restricted by the 2%/25% Guidelines as described below, at the end of the next fiscal quarter through which the Company has paid the Preferred Return. If at the end of any fiscal quarter, the Company's Operating Expenses exceed the 2%/25% Guidelines over the immediately preceding 12 months, payment of the Performance Fee will be withheld to the extent necessary to cause the Company to satisfy the 2%/25% Guidelines. Any portion of the Performance Fee not paid due to the Company's failure to satisfy the 2%/25% Guidelines shall be paid at the end of the next fiscal quarter to the extent such payment would not cause the Company to fail to satisfy the 2%/25% Guidelines if such payment were to be included in the Company's Operating Expenses for the 12 months preceding such payment. For purposes of determining the Performance Fee, the price per share shall be: (i) the net asset value per share as determined by the most recent appraisal performed by an independent third party or, if an appraisal has not yet been performed, (ii) $10 per share. Any part of the Performance Fee that has been subordinated pursuant to this subsection (b) shall not be deemed earned until such time as payable hereunder.