Common use of Subordinated Disposition Fee Clause in Contracts

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of services (as determined by a majority of the Independent Directors) in the sale of a Property, the Advisor or such Affiliate shall receive a fee equal to the lesser of: (i) 50% of the Competitive Real Estate Commission and (ii) three percent of the Contract Sales Price of such Property (the "SUBORDINATED DISPOSITION FEE"). The Subordinated Disposition Fee will be paid only if Shareholders have received in the aggregate a return of 100% of Initial Investor Capital (through liquidity or Distributions) plus a Preferred Return through the date the Subordination Disposition Fee has been paid. The return requirement will be deemed satisfied if the total Distributions paid by the Company have satisfied the Preferred Return requirement and the Market Value of the Company equals or exceeds Adjusted Investor Capital. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be due and paid at such time as the limitation has been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total of all real estate commissions in respect of a Property paid to all Persons by the Company and the Subordinated Disposition Fee shall not exceed an amount equal to the lesser of: (i) six percent of the Contract Sales Price of such Property or

Subordinated Disposition Fee. If the Advisor or an Affiliate Manager provides a substantial amount of services (as determined by a majority of the Independent Directors) in the sale of a PropertyProperty or Loan, the Advisor or such Affiliate Manager shall receive a fee equal to the lesser of: (i) 50% of the Competitive Real Estate Commission and (ii) three percent of the Contract Sales Price of such Property (the "SUBORDINATED DISPOSITION FEESubordinated Disposition Fee"). The Subordinated Disposition Fee will be paid only if Shareholders have received in the aggregate a return of 100% of Initial Investor Capital (through liquidity or Distributions) plus a Preferred Return through the end of the fiscal quarter immediately preceding the date the Subordination Disposition Fee has been is paid. The return requirement will be deemed satisfied if the total Distributions paid by the Company have satisfied the Preferred Return requirement and the Market Value of the Company equals or exceeds Adjusted Investor Capital. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be due and paid at such time as the limitation has been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total of all real estate commissions in respect of a Property paid to all Persons by the Company and the Subordinated Disposition Fee shall not exceed an amount equal to the lesser of: (i) six percent of the Contract Sales Price of such Property oror (ii) the

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of services (as determined by a majority of the Independent Directors) in the sale of a Property, the Advisor or such Affiliate shall receive a fee equal to the lesser of: (i) 50% of the Competitive Real Estate Commission and (ii) three percent of the Contract Sales Price of such Property (the "SUBORDINATED DISPOSITION FEESubordinated Disposition Fee"). The Subordinated Disposition Fee will be paid only if Shareholders have received in the aggregate a return of 100% of Initial Investor Capital (through liquidity or Distributions) plus a Preferred Return through the date the Subordination Disposition Fee has been paid. The return requirement will be deemed satisfied if the total Distributions paid by the Company have satisfied the Preferred Return requirement and the Market Value of the Company equals or exceeds Adjusted Investor Capital. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be due and paid at such time as the limitation has been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total of all real estate commissions in respect of a Property paid to all Persons by the Company and the Subordinated Disposition Fee shall not exceed an amount equal to the lesser of: (i) six percent of the Contract Sales Price of such Property or

Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of services (as determined by a majority of the Independent Directors) in the sale of a Propertyan Investment, the Advisor or such Affiliate shall be entitled to receive a subordinated disposition fee (the “Subordinated Disposition Fee”) at the time of such disposition, in an amount equal to the lesser of: of (i1) 50% of the Competitive Real Estate Commission (if applicable) and (ii2) three percent 1.5% of the Contract Sales Price of such Property (the "SUBORDINATED DISPOSITION FEE")Investment. The total real estate commissions and Subordinated Disposition Fee Fees CWI pays to all Persons shall not exceed an amount equal to the lesser of: (1) 6% of the Contract Sales Price of the Investment (2) the Competitive Real Estate Commission. Payment of Subordinated Disposition Fees and accrued interest thereon, will be paid only if Shareholders have received in the aggregate a return of 100% of Initial Investor Capital (through liquidity or Distributions) plus a Preferred Return through the date the Subordination Disposition Fee has been paid. The return requirement will be deemed satisfied if the total Distributions paid by the Company have satisfied subordinated to the Preferred Return requirement and only paid if the Market Value Preferred Return of 6% has been achieved through the end of the Company equals or exceeds Adjusted Investor Capitalprior fiscal quarter. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be due and paid at such time as the limitation has been satisfied, together with interest from the time of disposition of the Investment to which they relate, at the rate of 5%. The Subordinated Disposition Fee Advisor shall present to the Independent Directors such information as they may be paid in addition reasonably request to real estate commissions paid to non-Affiliates, review the level of services provided that the total of all real estate commissions in respect of a Property paid to all Persons by the Company Advisor in connection with a disposition and the basis for the calculation of the amount of the Subordinated Disposition Fee Fees on a quarterly basis. No payment of Subordinated Disposition Fees shall not exceed an amount equal be made prior to the lesser of: (i) six percent of the Contract Sales Price review and approval of such Property orinformation by the Independent Directors.