Common use of Subordinated Termination Fee Clause in Contracts

Subordinated Termination Fee. (i) On the Termination Date, the Advisor shall be entitled to a Subordinated Termination Fee. The Subordinated Termination Fee, if any, will be payable in the form of a promissory note equal to (A) fifteen percent (15%) of the amount, if any, by which (1) the sum of (v) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, less (w) any Loans secured by such Investments, plus (x) total Distributions paid through the Termination Date on Shares issued in Offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into Shares), which liquidation preference shall be reduced by any amounts paid on or prior to the Termination Date to purchase or redeem any shares of Preferred Stock or any Shares issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the Termination Date to limited partners who received OP Units in connection with the acquisition of any Investments upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (2) the sum of the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any Shares purchased in an Offering pursuant to the Company’s share repurchase plan or otherwise) and the total amount of cash that, if distributed to those Stockholders who purchased Shares in an Offering on or prior to the Termination Date, would have provided such Stockholders an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the Termination Date, less (B) any prior payments to the Advisor of the Subordinated Participation In Net Sales Proceeds or the Subordinated Incentive Listing Fee. In addition, at the time of termination, the Advisor may elect to defer its right to receive a Subordinated Termination Fee until either a Listing or an Other Liquidity Event occurs.

Subordinated Termination Fee. (i) On the Termination DateUpon termination of this Agreement, the Advisor shall be entitled to a Subordinated Termination Fee. The Subordinated Termination Fee, if any, will be payable in the form of a an interest bearing promissory note equal to the greater of: (A) fifteen percent (15%) of the amount, if any, by which (1) the sum of (v) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, less (w) any Loans secured by such Investments, plus (x) total Distributions paid through the Termination Date on Shares issued in Offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into Shares), which liquidation preference shall be reduced by any amounts paid on or prior to the Termination Date to purchase or redeem any shares of Preferred Stock or any Shares issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the Termination Date to limited partners who received OP Units in connection with the acquisition of any Investments upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (2) the sum of the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any Shares purchased in an Offering pursuant to the Company’s share repurchase plan or otherwiseplan) and the total amount of cash that, if distributed to those Stockholders who purchased Shares in an Offering on or prior to the Termination Date, would have provided such Stockholders an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the Termination Date, less ; and (B) any prior payments deemed Property Disposition Fees equal to three percent (3%) of the Contract Sales Price that would have been paid to the Advisor or its Affiliates (assuming the sale of substantially all the Subordinated Participation In Net Sales Proceeds or Investments on the Subordinated Incentive Listing FeeTermination Date, at fair market value on the Termination Date; provided, however, that in no event may such deemed Property Disposition Fees exceed the aggregate Competitive Real Estate Commissions for such Investments). In addition, at the time of termination, the Advisor may elect to defer its right to receive a Subordinated Termination Fee until either a Listing or an Other Liquidity Event occurs.

Subordinated Termination Fee. (i) On the Termination Date, the Advisor shall be entitled to a Subordinated Termination Fee. The Subordinated Termination Fee, if any, will be payable in the form of a an interest-bearing promissory note equal to (A) fifteen percent (15%) of the amount, if any, by which (1) the sum of (v) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, less (w) any Loans secured by such Investments, plus (x) total Distributions paid through the Termination Date on Shares issued in Offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into Shares), which liquidation preference shall be reduced by any amounts paid on or prior to the Termination Date to purchase or redeem any shares of Preferred Stock or any Shares issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the Termination Date to limited partners who received OP Units in connection with the acquisition of any Investments upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (2) the sum of the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any Shares purchased in an Offering pursuant to the Company’s share repurchase plan or otherwise) and the total amount of cash that, if distributed to those Stockholders who purchased Shares in an Offering on or prior to the Termination Date, would have provided such Stockholders an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the Termination Date, less (B) any prior payments to the Advisor of the Subordinated Participation In Net Sales Proceeds or the Subordinated Incentive Listing Fee. In addition, at the time of termination, the Advisor may elect to defer its right to receive a Subordinated Termination Fee until either a Listing or an Other Liquidity Event occurs.

Subordinated Termination Fee. (i) On the Termination DateUpon termination of this Agreement, the Advisor shall be entitled to a Subordinated Termination Fee. The Subordinated Termination Fee, if any, will be payable in the form of a promissory note equal to the sum of: (A) fifteen percent (15%) of the amount, if any, by which (1) the sum of (v) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, less (w) any Loans secured by such Investments, plus (x) total Distributions paid through the Termination Date on Shares issued in Offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into Shares), which liquidation preference shall be reduced by any amounts paid on or prior to the Termination Date to purchase or redeem any shares of Preferred Stock or any Shares issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the Termination Date to limited partners who received OP Units in connection with the acquisition of any Investments upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (2) the sum of the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any Shares purchased in an Offering pursuant to the Company’s share repurchase plan or otherwiseplan) and the total amount of cash that, if distributed to those Stockholders who purchased Shares in an Offering on or prior to the Termination Date, would have provided such Stockholders an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the Termination Date, less ; plus (B) any prior payments deemed Property Disposition Fees equal to three percent (3%) of the Contract Sales Price that would have been paid to the Advisor or its Affiliates (assuming the sale of substantially all the Subordinated Participation In Net Sales Proceeds or Investments on the Subordinated Incentive Listing FeeTermination Date, at fair market value on the Termination Date; provided, however, that in no event may such deemed Property Disposition Fees exceed the aggregate Competitive Real Estate Commissions for such Investments). In addition, at the time of termination, the Advisor may elect to defer its right to receive a Subordinated Termination Fee until either a Listing or an Other Liquidity Event occurs.

Subordinated Termination Fee. (i) On Upon the Termination Datetermination of this Agreement under Section 17 or upon the non-renewal of this Agreement, the Company shall pay the Advisor shall be entitled to a Subordinated Termination Fee. The Subordinated Termination Fee, if any, will be payable in the form of a non-interest-bearing promissory note equal to (A) fifteen percent (15%) of the amount, if any, by which (1) the sum of (v) the fair market value (determined by appraisal as of the Termination Date) of the Investments Assets on the Termination Date, less (w) any Loans loans secured by such InvestmentsAssets, plus (x) total Distributions paid through the Termination Date on Shares Securities issued in Offerings offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into SharesCommon Stock), which liquidation preference shall be reduced by any amounts paid on or prior to the Termination Date to purchase or redeem any shares of Preferred Stock or any Shares Common Stock issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the Termination Date to limited partners who received OP Units in connection with the acquisition of any Investments Assets upon the liquidation or sale of such Investments Assets (assuming the liquidation or sale of such Investments Assets on the Termination Date), exceeds (2) the sum of the Gross Proceeds raised in all Offerings offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any Shares Common Stock purchased in an Offering offering pursuant to the Company’s share repurchase plan or otherwiseplan) and the total amount of cash that, if distributed to those Stockholders who purchased Shares Common Stock in an Offering offering on or prior to the Termination Date, would have provided such Stockholders an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings offerings through the Termination Date, measured for the period from inception through the Termination Date, less (B) any prior payments to the Advisor of the Subordinated Participation In Net Sales Proceeds or the Subordinated Incentive Listing Fee. In addition, at the time of termination, the Advisor may elect to defer its right to receive a Subordinated Termination Fee until either a Listing or an Other Liquidity Event occurs.