Common use of Payments on Termination and Survival of Certain Rights and Obligations Clause in Contracts

Payments on Termination and Survival of Certain Rights and Obligations. (A) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except the Advisor (and its assignees, including the Sub-advisor) shall be entitled to receive from the Company (1) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor or its assignees prior to termination of this Agreement, payable within 30 days after the effective date of such termination, and (2) to the extent not already payable pursuant to the preceding clause or to the extent not already paid, the Subordinated Share of Cash Flows and/or the Subordinated Incentive Fee payable when and as provided in Article 8; provided, that the amount of each Subordinated Share of Cash Flows and the amount of the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term Fraction. (B) The Advisor shall promptly upon termination: (1) pay over to the Company all money collected and held on behalf of the Company pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2) deliver to the Board 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; (3) deliver to the Board all assets and documents of the Company then in the custody of the Advisor; and (4) cooperate with the Company to provide an orderly transition of advisory functions. (C) After the Termination Date, the Sub-advisor shall be entitled to receive from the Company (1) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Sub-advisor prior to the termination of this Agreement, payable within 30 days after the effective date of such termination, and (2) to the extent not already payable pursuant to the preceding clause or to the extent not already paid, the Sub-advisor’s share of the Subordinated Share of Cash Flows and/or the Subordinated Incentive Fee, as assignee thereof, payable when and as provided in Article 8; provided, that the amount of the Sub-advisor’s share of each Subordinated Share of Cash Flows and the amount of the Sub-advisor’s share of the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term Fraction. (D) After the termination of the Sub-advisory Agreement, to the extent payments are not provided for by Section 13.3(C) (i.e., if the Sub-advisory Agreement is terminated independently of the Advisory Agreement), the Sub-advisor shall be entitled to receive from the 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 Sub-advisor prior to the termination of the Sub-advisory Agreement. (E) Promptly upon the termination of the Sub-advisory Agreement, the Sub-advisor shall promptly upon such termination: (1) pay over to the Company all money, if any, collected and held on behalf of the Company pursuant to the Sub-advisory Agreement after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2) deliver to the Board 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; (3) deliver to the Board all assets and documents of the Company then in the custody of the Sub-advisor; and (4) cooperate with the Company to provide an orderly transition of advisory or sub-advisory functions.

Payments on Termination and Survival of Certain Rights and Obligations. (Ai) After the Termination Date, the Sub-Advisor shall not be entitled to compensation for further services hereunder except the Advisor (and its assignees, including the Sub-advisor) it shall be entitled to receive from the Company (1) within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Sub-Advisor or its assignees prior to termination of this Agreement, payable within 30 days after subject to the effective date of such termination, and (2) 2%/25% Guidelines to the extent not already payable pursuant applicable, subject to receiving a demand for payment and an accounting from the preceding clause or to the extent not already paid, the Subordinated Share of Cash Flows and/or the Subordinated Incentive Fee payable when and as provided in Article 8; provided, that the amount of each Subordinated Share of Cash Flows and the amount of the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term FractionSub-Advisor. (Bii) The Sub-Advisor shall promptly upon termination: (1a) pay over to the Company NSAM Sub-Advisor or the Company, as the case may be, all money collected and held on behalf for the account of the Company such party pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2b) deliver to the Board NSAM Sub-Advisor, or if the NSAM Sub-Advisor has been terminated, to the Board, 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 BoardNSAM Sub-Advisor; (3c) deliver to the Board all assets and documents of the Company then in the custody of the Advisor; and (4) cooperate with the Company to provide an orderly transition of advisory functions. (C) After the Termination Date, the NSAM Sub-advisor shall be entitled to receive from Advisor, or if the Company (1) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the NSAM Sub-advisor prior to the termination of this Agreement, payable within 30 days after the effective date of such termination, and (2) to the extent not already payable pursuant to the preceding clause or to the extent not already paid, the Sub-advisor’s share of the Subordinated Share of Cash Flows and/or the Subordinated Incentive Fee, as assignee thereof, payable when and as provided in Article 8; provided, that the amount of the Sub-advisor’s share of each Subordinated Share of Cash Flows and the amount of the Sub-advisor’s share of the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term Fraction. (D) After the termination of the Sub-advisory AgreementAdvisor has been terminated, to the extent payments are not provided for by Section 13.3(C) (i.e.Board, if the Sub-advisory Agreement is terminated independently of the Advisory Agreement), the Sub-advisor shall be entitled to receive from the 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 Sub-advisor prior to the termination of the Sub-advisory Agreement. (E) Promptly upon the termination of the Sub-advisory Agreement, the Sub-advisor shall promptly upon such termination: (1) pay over to the Company all money, if any, collected and held on behalf of the Company pursuant to the Sub-advisory Agreement after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2) deliver to the Board 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; (3) deliver to the Board all assets and documents of the Company then in the custody of the Sub-advisorAdvisor; and (4d) cooperate with the NSAM Sub-Advisor and the Company to provide an orderly transition of advisory or sub-advisory functions, including identification of potential replacements.

Payments on Termination and Survival of Certain Rights and Obligations. Payments to the Advisor pursuant to this Section 13.03 shall be subject to the 2%/25% Guidelines to the extent applicable. (Ai) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except the Advisor (and its assignees, including the Sub-advisor) it shall be entitled to receive from the Company within 30 days after the effective date of such termination (1A) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor or its assignees prior to termination of this Agreement, payable within 30 days after (B) any unpaid amounts from the effective date Bonus Retention Fund for payments paid or to be paid in accordance with Section 8.03(iii) by the Advisor to employees pursuant to the Advisor’s employee retention program prior to or upon termination of this Agreement, (C) if this Agreement is terminated without Cause, any residual amount of the Bonus Retention Fund deemed to be additional Deferred Asset Management Fees pursuant to Section 8.03(iii), provided that upon such terminationnon-renewal or termination the Company does not retain an advisor in which the Advisor or its affiliates have a majority interest, and (2D) to the extent not already payable pursuant to the preceding clause or to the extent not already paid, the Subordinated Share of Cash Flows and/or Performance Fee Due Upon Termination, provided that no Subordinated Performance Fee Due Upon Termination will be paid if the Company has paid or is obligated to pay the Subordinated Incentive Fee payable when Fee. For the avoidance of doubt, if this Agreement is terminated, all unpaid Deferred Asset Management Fees will automatically be forfeited by the Advisor, and as provided in Article 8; providedif this Agreement is terminated for Cause, that the amount of each Subordinated Share of Cash Flows and the any residual amount of the Subordinated Incentive Fee shall Bonus Retention Fund deemed to be reduced by multiplying such amount additional Deferred Asset Management Fees pursuant to Section 8.03(iii) will also automatically be forfeited by the Prorated Term FractionAdvisor. (Bii) The Advisor shall promptly upon termination: (1a) pay over to the Company all money collected and held on behalf of the Company pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2b) deliver to the Board 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; (3c) deliver to the Board all assets and documents of the Company then in the custody of the Advisor; and (4d) cooperate with the Company to provide an orderly transition of advisory functions. (C) After the Termination Date, the Sub-advisor shall be entitled to receive from the Company (1) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Sub-advisor prior to the termination of this Agreement, payable within 30 days after the effective date of such termination, and (2) to the extent not already payable pursuant to the preceding clause or to the extent not already paid, the Sub-advisor’s share of the Subordinated Share of Cash Flows and/or the Subordinated Incentive Fee, as assignee thereof, payable when and as provided in Article 8; provided, that the amount of the Sub-advisor’s share of each Subordinated Share of Cash Flows and the amount of the Sub-advisor’s share of the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term Fraction. (D) After the termination of the Sub-advisory Agreement, to the extent payments are not provided for by Section 13.3(C) (i.e., if the Sub-advisory Agreement is terminated independently of the Advisory Agreement), the Sub-advisor shall be entitled to receive from the 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 Sub-advisor prior to the termination of the Sub-advisory Agreement. (E) Promptly upon the termination of the Sub-advisory Agreement, the Sub-advisor shall promptly upon such termination: (1) pay over to the Company all money, if any, collected and held on behalf of the Company pursuant to the Sub-advisory Agreement after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2) deliver to the Board 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; (3) deliver to the Board all assets and documents of the Company then in the custody of the Sub-advisor; and (4) cooperate with the Company to provide an orderly transition of advisory or sub-advisory functions.

Payments on Termination and Survival of Certain Rights and Obligations. (Aa) After Upon the Termination Dateeffective date of termination of this Agreement, the Sub-Advisor shall not be entitled to compensation for further services hereunder except the Advisor (and its assignees, including the Sub-advisor) it shall be entitled to receive from the Company Advisor (1i) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor or its assignees prior to termination of this Agreement, payable within 30 thirty (30) days after the effective date of such termination, termination and (2ii) all earned but unpaid Sub-Advisor Fees payable to the extent not already payable pursuant Sub-Advisor for services performed prior to the preceding clause or to the extent not already paid, the Subordinated Share of Cash Flows and/or the Subordinated Incentive Fee payable when and as provided in Article 8; provided, that the amount of each Subordinated Share of Cash Flows and the amount effective date of the Subordinated Incentive Fee shall be reduced by multiplying such amount by termination of this Agreement, at the Prorated Term Fractiontimes set forth in Annex C hereto. (Bb) The Upon the effective date of termination, the Sub-Advisor shall promptly upon termination: (1) pay over to the Company all money collected and held on behalf of the Company pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2) deliver to the Board Advisor (i) a full accounting, including a statement showing all payments collected by it and a statement accounting of all money held by it, the Client Assets covering the period following the date of the last accounting furnished to the Board; Advisor and (3ii) deliver all documents relating to the Board all assets and documents of Client’s investment in the Company Client Assets then in the custody possession or control of the Sub-Advisor; and , provided that, (4a) cooperate with the Company subject to provide an orderly transition Section 35 of advisory functions. (C) After the Termination Datethis Agreement, the Sub-advisor Advisor shall be entitled to retain a copy of such documents to the extent necessary for audit and administrative purposes, and (b) to the extent that such documents relate to both the Client’s investments and investments of other clients or customers of the Sub-Advisor or its Affiliates, and original documents are not required by the Client in order to exercise all of its legal rights with respect to the Client Assets, the Sub-Advisor may provide copies of such documents to the Client in lieu of originals. Nothing in this Section 26 shall be interpreted to obligate the Sub-Advisor to violate any confidentiality obligations to its or its Affiliates’ other clients or customers and the Sub-Advisor may redact any such document to prevent the Advisor or Client from receiving any potentially identifying information of the Sub-Advisor’s or its Affiliates’ clients or customers and/or their activities. (c) Upon the delivery of a notice of termination pursuant to Section 25, at the option of the Advisor, the Sub-Advisor’s investment discretion with respect to some or all of the Client Assets shall terminate and the Sub-Advisor shall enter into only such transactions or refrain from entering into transactions as directed by the Advisor, or to cause the Client Assets to be transferred as the Advisor directs, except as prohibited by Applicable Laws. (d) At any time during the term of this Agreement after the delivery of a notice of termination pursuant to Section 25, the Advisor, in its sole discretion, may elect to require the Sub-Advisor to arrange for the complete liquidation of the Client Assets in an orderly fashion and arrange for the availability of the termination proceeds in cash. Upon the Advisor’s election, the Sub-Advisor shall use commercially reasonable efforts to liquidate all Client Assets prior to the effective date of termination of this Agreement, in consultation with the Advisor, in order to keep the Client fully informed about the status of the liquidation. The Client shall be entitled to receive from the Company (1) all unpaid reimbursements of expenses any and all earned amounts (including, but unpaid fees payable not limited to, interest) which are credited or accrue with respect to the termination proceeds on or after the termination date (pursuant to the agreements or arrangements governing the custody of the Account by the applicable Custodian) until such proceeds are distributed to the Client. If discretion of the Sub-advisor prior Advisor has been removed pursuant to Section 26(c) above, then upon the receipt or delivery (as the case may be) of a party’s notice of termination, the Sub-Advisor shall take no further action with respect to the Account, or portion thereof with respect to which the discretion has been removed, other than to provide such information and documentation to the Advisor as shall be required to enable the Advisor or any designated agent of the Client to exercise discretion over the Account, or portion thereof, and the assets contained therein. (e) Upon the expiration or termination of this Agreement, payable within 30 days after the effective date of such terminationneither party shall have any further rights or obligations under this Agreement, except that Sections 7, 22, 23, 26, 29, 30, 31, 32, 33, 34 and (2) to the extent not already payable pursuant to the preceding clause or to the extent not already paid, the Sub-advisor’s share of the Subordinated Share of Cash Flows and/or the Subordinated Incentive Fee, as assignee thereof, payable when and as provided in Article 8; provided, that the amount of the Sub-advisor’s share of each Subordinated Share of Cash Flows and the amount of the Sub-advisor’s share of the Subordinated Incentive Fee 35 shall be reduced by multiplying such amount by the Prorated Term Fraction. (D) After survive the termination or expiration of the Sub-advisory Agreement, to the extent payments are not provided for by Section 13.3(C) (i.e., if the Sub-advisory Agreement is terminated independently of the Advisory Agreement), the Sub-advisor shall be entitled to receive from the 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 Sub-advisor prior to the termination of the Sub-advisory this Agreement. (E) Promptly upon the termination of the Sub-advisory Agreement, the Sub-advisor shall promptly upon such termination: (1) pay over to the Company all money, if any, collected and held on behalf of the Company pursuant to the Sub-advisory Agreement after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2) deliver to the Board 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; (3) deliver to the Board all assets and documents of the Company then in the custody of the Sub-advisor; and (4) cooperate with the Company to provide an orderly transition of advisory or sub-advisory functions.

Payments on Termination and Survival of Certain Rights and Obligations. (A) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except the Advisor (and its assignees, including the Sub-advisor) shall be entitled to receive from the Company within 30 days after the effective date of such termination (1) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor or its assignees prior to termination of this Agreement, payable within 30 days after the effective date of such termination, Agreement and (2) to the extent not already payable pursuant to the preceding clause or to the extent not already paid, the Subordinated Share of Cash Flows and/or the Subordinated Incentive Performance Fee payable when and as provided in Article 8Due Upon Termination; provided, that no Subordinated Performance Fee Due Upon Termination will be paid if the amount of each Subordinated Share of Cash Flows and the amount of Company has paid or is obligated to pay the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term FractionFee. (B) The Advisor shall promptly upon termination: (1) pay over to the Company all money collected and held on behalf of the Company pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2) deliver to the Board 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; (3) deliver to the Board all assets and documents of the Company then in the custody of the Advisor; and (4) cooperate with the Company to provide an orderly transition of advisory functions. (C) After the Termination Date, the Sub-advisor shall be entitled to receive from the Company Company, within 30 days after the effective date of such termination (1) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Sub-advisor prior to the termination of this Agreement, payable within 30 days after the effective date of such termination, Agreement and (2) to the extent not already payable pursuant to the preceding clause or to the extent not already paid, the Sub-advisor’s share of the Subordinated Share of Cash Flows and/or Performance Fee Due Upon Termination, if any; provided, that no Subordinated Performance Fee Due Upon Termination will be paid if the Company has paid or is obligated to pay the Subordinated Incentive Fee, as assignee thereof, payable when and as provided in Article 8; provided, that the amount of the Sub-advisor’s share of each Subordinated Share of Cash Flows and the amount of the Sub-advisor’s share of the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term Fraction. (D) After the termination of the Sub-advisory Agreement, to the extent payments are not provided for by Section 13.3(C) (i.e., if the Sub-advisory Agreement is terminated independently of the Advisory Agreement), the Sub-advisor shall be entitled to receive from the 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 Sub-advisor prior to the termination of the Sub-advisory Agreement. (E) Promptly upon the termination of the Sub-advisory Agreement, the Sub-advisor shall promptly upon such termination: (1) pay over to the Company all money, if any, collected and held on behalf of the Company pursuant to the Sub-advisory Agreement after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2) deliver to the Board 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; (3) deliver to the Board all assets and documents of the Company then in the custody of the Sub-advisor; and (4) cooperate with the Company to provide an orderly transition of advisory or sub-advisory functions.

Payments on Termination and Survival of Certain Rights and Obligations. (Ai) After the Termination Date, the Sub-Advisor shall not be entitled to compensation for further services hereunder except the Advisor (and its assignees, including the Sub-advisor) it shall be entitled to receive from the Company (1) within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Sub-Advisor or its assignees prior to termination of this Agreement, payable within 30 days after subject to the effective date of such termination, and (2) 2%/25% Guidelines to the extent not already payable pursuant applicable, subject to receiving a demand for payment and an accounting from the preceding clause or to the extent not already paid, the Subordinated Share of Cash Flows and/or the Subordinated Incentive Fee payable when and as provided in Article 8; provided, that the amount of each Subordinated Share of Cash Flows and the amount of the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term FractionSub-Advisor. (Bii) The Sub-Advisor shall promptly upon termination: : (1a) pay over to the Company Colony NorthStar Sub-Advisor or the Company, as the case may be, all money collected and held on behalf for the account of the Company such party pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; ; (2b) deliver to the Board Colony NorthStar Sub-Advisor, or if the Colony NorthStar Sub-Advisor has been terminated, to the Board, 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; Colony NorthStar Sub-Advisor; (3c) deliver to the Board all assets and documents of the Company then in the custody of the Advisor; and (4) cooperate with the Company to provide an orderly transition of advisory functions. (C) After the Termination Date, the Colony NorthStar Sub-advisor shall be entitled to receive from Advisor, or if the Company (1) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Colony NorthStar Sub-advisor prior to the termination of this Agreement, payable within 30 days after the effective date of such termination, and (2) to the extent not already payable pursuant to the preceding clause or to the extent not already paid, the Sub-advisor’s share of the Subordinated Share of Cash Flows and/or the Subordinated Incentive Fee, as assignee thereof, payable when and as provided in Article 8; provided, that the amount of the Sub-advisor’s share of each Subordinated Share of Cash Flows and the amount of the Sub-advisor’s share of the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term Fraction. (D) After the termination of the Sub-advisory AgreementAdvisor has been terminated, to the extent payments are not provided for by Section 13.3(C) (i.e.Board, if the Sub-advisory Agreement is terminated independently of the Advisory Agreement), the Sub-advisor shall be entitled to receive from the 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 Sub-advisor prior to the termination of the Sub-advisory Agreement. (E) Promptly upon the termination of the Sub-advisory Agreement, the Sub-advisor shall promptly upon such termination: (1) pay over to the Company all money, if any, collected and held on behalf of the Company pursuant to the Sub-advisory Agreement after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2) deliver to the Board 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; (3) deliver to the Board all assets and documents of the Company then in the custody of the Sub-advisorAdvisor; and and (4d) cooperate with the Colony NorthStar Sub-Advisor and the Company to provide an orderly transition of advisory or sub-advisory functions, including identification of potential replacements.

Payments on Termination and Survival of Certain Rights and Obligations. (A) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except the Advisor (and its assignees, including the Sub-advisor) shall be entitled to receive from the Company (1) all unpaid reimbursements of expenses and expenses, all earned but unpaid fees payable and all Subordinated Participation Interests earned but unissued to the Advisor or its assignees prior to termination of this Agreement, payable within 30 days after the effective date of such termination, and (2) to the extent not already payable pursuant to the preceding clause or to the extent not already paid, the Subordinated Share of Cash Flows and/or the Subordinated Incentive Fee payable when and as provided in Article 8; provided, that the amount of each Subordinated Share of Cash Flows and the amount of the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term Fraction. (B) The Advisor shall promptly upon termination: (1) pay over to the Company all money collected and held on behalf of the Company pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2) deliver to the Board 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; (3) deliver to the Board all assets and documents of the Company then in the custody of the Advisor; and (4) cooperate with the Company to provide an orderly transition of advisory functions. (C) After the Termination Date, the Sub-advisor shall be entitled to receive from the Company (1) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Sub-advisor prior to the termination of this Agreement, payable within 30 days after the effective date of such termination, and (2) to the extent not already payable pursuant to the preceding clause or to the extent not already paid, the Sub-advisor’s share of the Subordinated Share of Cash Flows and/or the Subordinated Incentive Fee, as assignee thereof, payable when and as provided in Article 8; provided, that the amount of the Sub-advisor’s share of each Subordinated Share of Cash Flows and the amount of the Sub-advisor’s share of the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term Fraction. (D) After the termination of the Sub-advisory Agreement, to the extent payments are not provided for by Section 13.3(C) (i.e., if the Sub-advisory Agreement is terminated independently of the Advisory Agreement), the Sub-advisor shall be entitled to receive from the 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 Sub-advisor prior to the termination of the Sub-advisory Agreement. (E) Promptly upon the termination of the Sub-advisory Agreement, the Sub-advisor shall promptly upon such termination: (1) pay over to the Company all money, if any, collected and held on behalf of the Company pursuant to the Sub-advisory Agreement after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2) deliver to the Board 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; (3) deliver to the Board all assets and documents of the Company then in the custody of the Sub-advisor; and (4) cooperate with the Company to provide an orderly transition of advisory or sub-advisory functions.

Payments on Termination and Survival of Certain Rights and Obligations. (A) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except the Advisor (and its assignees, including the Sub-advisor) shall be entitled to receive from the Company within 30 days after the effective date of such termination (1) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor or its assignees prior to termination of this Agreement, payable within 30 days after the effective date of such termination, Agreement and (2) to the extent not already payable pursuant to the preceding clause or to the extent not already paid, the Subordinated Share of Cash Flows and/or the Subordinated Incentive Performance Fee payable when and as provided in Article 8Due Upon Termination; provided, that no Subordinated Performance Fee Due Upon Termination will be paid if the amount of each Subordinated Share of Cash Flows and the amount of Company has paid or is obligated to pay the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term FractionFee. (B) The Advisor shall promptly upon termination: (1) pay over to the Company all money collected and held on behalf of the Company pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2) deliver to the Board 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; (3) deliver to the Board all assets and documents of the Company then in the custody of the Advisor; and (4) cooperate with the Company to provide an orderly transition of advisory functions. (C) After the Termination Date, the Sub-advisor shall be entitled to receive from the Company Company, within 30 days after the effective date of such termination (1) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Sub-advisor prior to the termination of this Agreement, payable within 30 days after the effective date of such termination, Agreement and (2) to the extent not already payable pursuant to the preceding clause or to the extent not already paid, the Sub-advisor’s share of the Subordinated Share of Cash Flows and/or Performance Fee Due Upon Termination, if any; provided, that no Subordinated Performance Fee Due Upon Termination will be paid if the Company has paid or is obligated to pay the Subordinated Incentive Fee, as assignee thereof, payable when and as provided in Article 8; provided, that the amount of the Sub-advisor’s share of each Subordinated Share of Cash Flows and the amount of the Sub-advisor’s share of the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term Fraction. (D) After the termination of the Sub-advisory Agreement, to the extent payments are not provided for by Section 13.3(C) (i.e., if the Sub-advisory Agreement is terminated independently of the Advisory Agreement), the Sub-advisor shall be entitled to receive from the 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 Sub-advisor prior to the termination of the Sub-advisory Agreement. (E) Promptly upon the termination of the Sub-advisory Agreement, the Sub-advisor shall promptly upon such termination: (1) pay over to the Company all money, if any, collected and held on behalf of the Company pursuant to the Sub-advisory Agreement after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2) deliver to the Board 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; (3) deliver to the Board all assets and documents of the Company then in the custody of the Sub-advisor; and (4) cooperate with the Company to provide an orderly transition of advisory or sub-advisory functions. (F) The “Subordinated Performance Fee due upon Termination” will equal the greater of (1) 15% of the amount, if any, by which (a) the Appraised Value of the Properties at the Termination Date, less amounts of all indebtedness secured by such Properties at the Termination Date, plus the fair market value of all other Loans and Permitted Investments of the Company at the Termination Date, less amounts of indebtedness related to such Loans and Permitted Investments at the Termination Date, plus total Distributions (excluding any stock dividends and Distributions paid on Shares that have been redeemed by the Company) through the Termination Date exceeds (b) the sum of Invested Capital as of the Termination Date, plus total Distributions required to be made to the Stockholders in order to pay the Stockholders’ 7% Return from inception through the Termination Date to the Stockholders as of the Termination Date, or (2) deemed real estate commissions equal to 3% of the contract sales price that would have been paid to the Advisor or its Affiliates (assuming the sale of substantially all of the assets of the Company at the Termination Date at a fair market value on such date) (provided that in no event may such deemed real estate commissions exceed the aggregate Competitive Real Estate Commission), less (3) any prior payment to the Advisor and/or Sub-advisor (as applicable) of a Subordinated Share of Cash Flows. The Advisor and Sub-advisor may each elect to defer its respective right to receive the Subordinated Performance Fee due upon Termination (or its applicable portion thereof) until (x) a Listing, (y) a merger in which the Stockholders receive in exchange for their Shares shares of a company that are traded on a national securities exchange, or (z) any other liquidity event occurs, including a liquidation, sale of substantially all of the Company’s assets (an “Other Liquidity Event”). (G) If either the Advisor or Sub-advisor or both elect to defer their right to receive a Subordinated Performance Fee due upon Termination (or its applicable portion thereof) and there is a Listing or a merger in which the Stockholders receive in exchange for their Shares shares of a company that are traded on a national securities exchange, then the Advisor and/or Sub-advisor (each to the extent entitled pursuant to the assignment of such right to payment between the Advisor and Sub-advisor) will be entitled to receive a Subordinated Performance Fee due upon Termination (or its applicable portion thereof) equal to the greater of (1) 15% of the amount, if any, by which (a) the Appraised Value of the Company’s Properties (determined by appraisal as of the date of Listing or merger, as applicable) owned as of the Termination Date, less amounts of all indebtedness secured by the Company’s Properties at the Termination Date, plus the fair market value of all other Loans and Permitted Investments of the Company at the Termination Date, plus any assets acquired after Termination for which the Advisor or Sub-advisor would have been entitled to receive an Acquisition Fee (referred to herein as the “included assets”), less amounts of indebtedness related to such Loans and Permitted Investments or such included assets at the Termination Date, plus total Distributions (excluding any stock dividends and Distributions paid on Shares that have been redeemed by the Company) through the date of Listing or merger, as applicable, exceeds (b) the sum of Invested Capital as of the date of Listing or merger, as applicable, plus total Distributions required to be made to the Stockholders in order to pay the Stockholders’ 7% Return from inception through the date of Listing or merger, as applicable, to the Stockholders as of the date of Listing or merger, as applicable, or (2) deemed real estate commissions equal to 3% of the contract sales price that would have been paid to the Advisor or its Affiliates (assuming the sale of substantially all of the assets of the Company at the Termination Date at a fair market value on such date) (provided that in no event may such deemed real estate commissions exceed the aggregate Competitive Real Estate Commission), less (3) any prior payment to the Advisor and/or Sub-advisor (as applicable) of a Subordinated Share of Cash Flows. (H) If the Advisor or Sub-advisor or both elect to defer their right to receive a Subordinated Performance Fee due upon Termination (or its applicable portion thereof) and there is an Other Liquidity Event, then the Advisor and/or Sub-advisor (each to the extent entitled pursuant to the assignment of such right to payment between the Advisor and Sub-advisor) will be entitled to receive a Subordinated Performance Fee due upon Termination (or its applicable portion thereof) in an amount equal to the sum of (1) 15% of the amount, if any, by which (a) the net sales proceeds of the Company’s assets that were owned at the Termination Date, plus total Distributions (excluding any stock dividends and Distributions paid on Shares that have been redeemed by the Company) through the date of the Other Liquidity Event exceeds (b) the sum of Invested Capital as of the date of the Other Liquidity Event plus total Distributions required to be made to the Stockholders in order to pay the Stockholders’ 7% Return from inception through the date of the Other Liquidity Event to the Stockholders as of the date of the Other Liquidity Event, plus (2) deemed real estate commissions equal to 3% of the contract sales price that would have been paid to the Advisor or its Affiliates (assuming the sale of substantially all of the assets of the Company at the Termination Date at a fair market value on such date) (provided that in no event may such deemed real estate commissions exceed the aggregate Competitive Real Estate Commission), less (3) any prior payment to the Advisor and/or Sub-advisor (as applicable) of a Subordinated Share of Cash Flows.

Payments on Termination and Survival of Certain Rights and Obligations. (A) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except the Advisor (and its assignees, including the Sub-advisor) shall be entitled to receive from the Company within 30 days after the effective date of such termination (1) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor or its assignees prior to termination of this Agreement, payable within 30 days after the effective date of such termination, Agreement and (2) to the extent not already payable pursuant to the preceding clause or to the extent not already paid, the Subordinated Share of Cash Flows and/or the Subordinated Incentive Performance Fee payable when and as provided in Article 8Due Upon Termination; provided, that no Subordinated Performance Fee Due Upon Termination will be paid if the amount of each Subordinated Share of Cash Flows and the amount of Company has paid or is obligated to pay the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term FractionFee. (B) The Advisor shall promptly upon termination: (1) pay over to the Company all money collected and held on behalf of the Company pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2) deliver to the Board 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; (3) deliver to the Board all assets and documents of the Company then in the custody of the Advisor; and (4) cooperate with the Company to provide an orderly transition of advisory functions. (C) After the Termination Date, the Sub-advisor shall be entitled to receive from the Company Company, within 30 days after the effective date of such termination (1) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Sub-advisor prior to the termination of this Agreement, payable within 30 days after the effective date of such termination, Agreement and (2) to the extent not already payable pursuant to the preceding clause or to the extent not already paid, the Sub-advisor’s share of the Subordinated Share of Cash Flows and/or Performance Fee Due Upon Termination, if any; provided, that no Subordinated Performance Fee Due Upon Termination will be paid if the Company has paid or is obligated to pay the Subordinated Incentive Fee, as assignee thereof, payable when and as provided in Article 8; provided, that the amount of the Sub-advisor’s share of each Subordinated Share of Cash Flows and the amount of the Sub-advisor’s share of the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term Fraction. (D) After the termination of the Sub-advisory Agreement, to the extent payments are not provided for by Section 13.3(C) (i.e., if the Sub-advisory Agreement is terminated independently of the Advisory Agreement), the Sub-advisor shall be entitled to receive from the 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 Sub-advisor prior to the termination of the Sub-advisory Agreement. (E) Promptly upon the termination of the Sub-advisory Agreement, the Sub-advisor shall promptly upon such termination: (1) pay over to the Company all money, if any, collected and held on behalf of the Company pursuant to the Sub-advisory Agreement after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2) deliver to the Board 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; (3) deliver to the Board all assets and documents of the Company then in the custody of the Sub-advisor; and (4) cooperate with the Company to provide an orderly transition of advisory or sub-advisory functions. (F) The “Subordinated Performance Fee due upon Termination” will equal the sum of (1) 15% of the amount, if any, by which (a) the Appraised Value of the Properties at the Termination Date, less amounts of all indebtedness secured by such Properties at the Termination Date, plus the fair market value of all other Loans and Permitted Investments of the Company at the Termination Date, less amounts of indebtedness related to such Loans and Permitted Investments at the Termination Date, plus total Distributions (excluding any stock dividends and Distributions paid on Shares that have been redeemed by the Company) through the Termination Date exceeds (b) the sum of Invested Capital as of the Termination Date, plus total Distributions required to be made to the Stockholders in order to pay the Stockholders’ 7% Return from inception through the Termination Date to the Stockholders as of the Termination Date, plus (2) deemed real estate commissions equal to 3% of the contract sales price that would have been paid to the Advisor or its Affiliates (assuming the sale of substantially all of the assets of the Company at the Termination Date at a fair market value on such date) (provided that in no event may such deemed real estate commissions exceed the aggregate Competitive Real Estate Commission), less (3) any prior payment to the Advisor and/or Sub-advisor (as applicable) of a Subordinated Share of Cash Flows. The Advisor and Sub-advisor may each elect to defer its respective right to receive the Subordinated Performance Fee due upon Termination (or its applicable portion thereof) until (x) a Listing, (y) a merger in which the Stockholders receive in exchange for their Shares shares of a company that are traded on a national securities exchange, or (z) any other liquidity event occurs, including a liquidation, sale of substantially all of the Company’s assets (an “Other Liquidity Event”). (G) If either the Advisor or Sub-advisor or both elect to defer their right to receive a Subordinated Performance Fee due upon Termination (or its applicable portion thereof) and there is a Listing or a merger in which the Stockholders receive in exchange for their Shares shares of a company that are traded on a national securities exchange, then the Advisor and/or Sub-advisor (each to the extent entitled pursuant to the assignment of such right to payment between the Advisor and Sub-advisor) will be entitled to receive a Subordinated Performance Fee due upon Termination (or its applicable portion thereof) equal to 15% of the amount, if any, by which (1)(a) the Appraised Value of the Company’s Properties (determined by appraisal as of the date of Listing or merger, as applicable) owned as of the Termination Date, less amounts of all indebtedness secured by the Company’s Properties at the Termination Date, plus the fair market value of all other Loans and Permitted Investments of the Company at the Termination Date, plus any assets acquired after Termination for which the Advisor or Sub-advisor would have been entitled to receive an Acquisition Fee (referred to herein as the “included assets”), less amounts of indebtedness related to such Loans and Permitted Investments or such included assets at the Termination Date, plus total Distributions (excluding any stock dividends and Distributions paid on Shares that have been redeemed by the Company) through the date of Listing or merger, as applicable, exceeds (b) the sum of Invested Capital as of the date of Listing or merger, as applicable, plus total Distributions required to be made to the Stockholders in order to pay the Stockholders’ 7% Return from inception through the date of Listing or merger, as applicable, to the Stockholders as of the date of Listing or merger, as applicable, plus (2) deemed real estate commissions equal to 3% of the contract sales price that would have been paid to the Advisor or its Affiliates (assuming the sale of substantially all of the assets of the Company at the Termination Date at a fair market value on such date) (provided that in no event may such deemed real estate commissions exceed the aggregate Competitive Real Estate Commission), less (3) any prior payment to the Advisor and/or Sub-advisor (as applicable) of a Subordinated Share of Cash Flows. (H) If the Advisor or Sub-advisor or both elect to defer their right to receive a Subordinated Performance Fee due upon Termination (or its applicable portion thereof) and there is an Other Liquidity Event, then the Advisor and/or Sub-advisor (each to the extent entitled pursuant to the assignment of such right to payment between the Advisor and Sub-advisor) will be entitled to receive a Subordinated Performance Fee due upon Termination (or its applicable portion thereof) in an amount equal to the sum of (1) 15% of the amount, if any, by which (a) the net sales proceeds of the Company’s assets that were owned at the Termination Date, plus total Distributions (excluding any stock dividends and Distributions paid on Shares that have been redeemed by the Company) through the date of the Other Liquidity Event exceeds (b) the sum of Invested Capital as of the date of the Other Liquidity Event plus total Distributions required to be made to the Stockholders in order to pay the Stockholders’ 7% Return from inception through the date of the Other Liquidity Event to the Stockholders as of the date of the Other Liquidity Event, plus (2) deemed real estate commissions equal to 3% of the contract sales price that would have been paid to the Advisor or its Affiliates (assuming the sale of substantially all of the assets of the Company at the Termination Date at a fair market value on such date) (provided that in no event may such deemed real estate commissions exceed the aggregate Competitive Real Estate Commission), less (3) any prior payment to the Advisor and/or Sub-advisor (as applicable) of a Subordinated Share of Cash Flows.

Payments on Termination and Survival of Certain Rights and Obligations. (A) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except the Advisor (and its assignees, including the Sub-advisorAdvisor) shall be entitled to receive from the Company within 30 days after the effective date of such termination (1) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor or its assignees prior to termination of this Agreement and (2) the Subordinated Performance Fee Due Upon Termination; provided, that no Subordinated Performance Fee Due Upon Termination will be paid if the Company has paid or is obligated to pay the Subordinated Incentive Fee. Notwithstanding any other provision to the contrary herein, if this Agreement is terminated because of the voluntary termination by the Advisor pursuant to Section 13.2 or due to the Advisor’s material monetary breach of the Sub-Advisory Agreement as provided in Section 14.2(B) of the Sub-Advisory Agreement, no Subordinated Performance Fee Due Upon Termination shall be payable within 30 days to the Advisor on account of such termination, and the Company shall engage the Sub-Advisor as the Advisor pursuant to an Advisory Agreement that is identical to this Agreement, in which event the Sub-Advisor shall become the Advisor pursuant to such Agreement from and after the effective date of such termination, the Sub-Advisor shall be entitled to 100% of the fees and (2) to the extent not already other compensation and reimbursements payable pursuant to the preceding clause or to the extent not already paid, the Subordinated Share of Cash Flows and/or the Subordinated Incentive Fee payable when and as provided in Article 8; provided, that the amount of each Subordinated Share of Cash Flows hereunder and the amount of the Subordinated Incentive Fee Sub-Advisory Agreement shall be reduced by multiplying such amount by the Prorated Term Fractionterminated due to mootness. (B) The Advisor shall promptly upon termination: (1) pay over to the Company all money collected and held on behalf of the Company pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2) deliver to the Board 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; (3) deliver to the Board all assets and documents of the Company then in the custody of the Advisor; and (4) cooperate with the Company to provide an orderly transition of advisory functions. (C) After the Termination Date, the Sub-advisor Advisor shall be entitled to receive from the Company Advisor, within 30 days after the effective date of such termination (1) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Sub-advisor Advisor prior to the termination of this Agreement, payable within 30 days after the effective date of such termination, Agreement and (2) to the extent not already payable pursuant to the preceding clause or to the extent not already paid, the Sub-advisorAdvisor’s share of the Subordinated Share of Cash Flows and/or Performance Fee Due Upon Termination, if any; provided , that no Subordinated Performance Fee Due Upon Termination will be paid if the Company has paid or is obligated to pay the Subordinated Incentive Fee, as assignee thereof, payable when and as provided in Article 8; provided, that the amount of the Sub-advisor’s share of each Subordinated Share of Cash Flows and the amount of the Sub-advisor’s share of the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term Fraction. (D) After the termination of the Sub-advisory Advisory Agreement, to the extent payments are not provided for by Section 13.3(C) (i.e., if the Sub-advisory Advisory Agreement is terminated independently of the Advisory Agreement), the Sub-advisor Advisor shall be entitled to receive from the CompanyAdvisor, within 30 days after the effective date of such termination, all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Sub-advisor Advisor prior to the termination of the Sub-advisory Advisory Agreement. (E) Promptly upon the termination of the Sub-advisory Advisory Agreement, the Sub-advisor shall promptly upon such terminationAdvisor shall: (1) pay over to the Company all money, if any, collected and held on behalf of the Company pursuant to the Sub-advisory Advisory Agreement after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2) deliver to the Board 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; (3) deliver to the Board all assets and documents of the Company then in the custody of the Sub-advisorAdvisor; and (4) cooperate with the Company to provide an orderly transition of advisory or sub-advisory functions.

Payments on Termination and Survival of Certain Rights and Obligations. (A) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except the Advisor (and its assignees, including the Sub-advisor) shall be entitled to receive from the Company within 30 days after the effective date of such termination (1) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor or its assignees prior to termination of this Agreement, payable within 30 days after the effective date of such termination, Agreement and (2) to the extent not already payable pursuant to the preceding clause or to the extent not already paid, the Subordinated Share of Cash Flows and/or the Subordinated Incentive Performance Fee payable when and as provided in Article 8Due Upon Termination; provided, that no Subordinated Performance Fee Due Upon Termination will be paid if the amount of each Subordinated Share of Cash Flows and the amount of Company has paid or is obligated to pay the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term FractionFee. (B) The Advisor shall promptly upon termination: (1) pay over to the Company all money collected and held on behalf of the Company pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2) deliver to the Board 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; (3) deliver to the Board all assets and documents of the Company then in the custody of the Advisor; and (4) cooperate with the Company to provide an orderly transition of advisory functions. (C) After the Termination Date, the Sub-advisor shall be entitled to receive from the Company Company, within 30 days after the effective date of such termination (1) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Sub-advisor prior to the termination of this Agreement, payable within 30 days after the effective date of such termination, Agreement and (2) to the extent not already payable pursuant to the preceding clause or to the extent not already paid, the Sub-advisor’s share of the Subordinated Share of Cash Flows and/or Performance Fee Due Upon Termination, if any; provided, that no Subordinated Performance Fee Due Upon Termination will be paid if the Company has paid or is obligated to pay the Subordinated Incentive Fee, as assignee thereof, payable when and as provided in Article 8; provided, that the amount of the Sub-advisor’s share of each Subordinated Share of Cash Flows and the amount of the Sub-advisor’s share of the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term Fraction. (D) After the termination of the Sub-advisory Agreement, to the extent payments are not provided for by Section 13.3(C) (i.e., if the Sub-advisory Agreement is terminated independently of the Advisory Agreement), the Sub-advisor shall be entitled to receive from the 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 Sub-advisor prior to the termination of the Sub-advisory Agreement. (E) Promptly upon the termination of the Sub-advisory Agreement, the Sub-advisor shall promptly upon such termination: (1) pay over to the Company all money, if any, collected and held on behalf of the Company pursuant to the Sub-advisory Agreement after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2) deliver to the Board 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; (3) deliver to the Board all assets and documents of the Company then in the custody of the Sub-advisor; and (4) cooperate with the Company to provide an orderly transition of advisory or sub-advisory functions. (F) The “Subordinated Performance Fee due upon Termination” will equal the greater of (1) 15% of the amount, if any, by which (a) the Appraised Value of the Properties at the Termination Date, less amounts of all indebtedness secured by such Properties at the Termination Date, plus the fair market value of all other Loans and Permitted Investments of the Company at the Termination Date, less amounts of indebtedness related to such Loans and Permitted Investments at the Termination Date, plus total Distributions (excluding any stock dividends and Distributions paid on Shares that have been redeemed by the Company) through the Termination Date exceeds (b) the sum of Invested Capital as of the Termination Date, plus total Distributions required to be made to the Stockholders in order to pay the Stockholders’ 7% Return from inception through the Termination Date to the Stockholders as of the Termination Date, or (2) deemed real estate commissions equal to 3% of the contract sales price that would have been paid to the Advisor or its Affiliates (assuming the sale of substantially all of the assets of the Company at the Termination Date at a fair market value on such date) (provided that in no event may such deemed real estate commissions exceed the aggregate Competitive Real Estate Commission), less (3) any prior payment to the Advisor and/or Sub-advisor (as applicable) of a Subordinated Share of Cash Flows. The Advisor and Sub-advisor may each elect to defer its respective right to receive the Subordinated Performance Fee due upon Termination (or its applicable portion thereof) until (x) a Listing, (y) a merger in which the Stockholders receive in exchange for their Shares shares of a company that are traded on a national securities exchange, or (z) any other liquidity event occurs, including a liquidation, sale of substantially all of the Company’s assets (an “Other Liquidity Event”). (G) If either the Advisor or Sub-advisor or both elect to defer their right to receive a Subordinated Performance Fee due upon Termination (or its applicable portion thereof) and there is a Listing or a merger in which the Stockholders receive in exchange for their Shares shares of a company that are traded on a national securities exchange, then the Advisor and/or Sub-advisor (each to the extent entitled pursuant to the assignment of such right to payment between the Advisor and Sub-advisor) will be entitled to receive a Subordinated Performance Fee due upon Termination (or its applicable portion thereof) equal to the greater of (1) 15% of the amount, if any, by which (a) the Appraised Value of the Company’s Properties (determined by appraisal as of the date of Listing or merger, as applicable) owned as of the Termination Date, less amounts of all indebtedness secured by the Company’s Properties at the Termination Date, plus the fair market value of all other Loans and Permitted Investments of the Company at the Termination Date, plus any assets acquired after Termination for which the Advisor or Sub-advisor would have been entitled to receive an Acquisition Fee (referred to herein as the “included assets”), less amounts of indebtedness related to such Loans and Permitted Investments or such included assets at the Termination Date, plus total Distributions (excluding any stock dividends and Distributions paid on Shares that have been redeemed by the Company) through the date of Listing or merger, as applicable, exceeds (b) the sum of Invested Capital as of the date of Listing or merger, as applicable, plus total Distributions required to be made to the Stockholders in order to pay the Stockholders’ 7% Return from inception through the date of Listing or merger, as applicable, to the Stockholders as of the date of Listing or merger, as applicable, or (2) deemed real estate commissions equal to 3% of the contract sales price that would have been paid to the Advisor or its Affiliates (assuming the sale of substantially all of the assets of the Company at the Termination Date at a fair market value on such date) (provided that in no event may such deemed real estate commissions exceed the aggregate Competitive Real Estate Commission), less (3) any prior payment to the Advisor and/or Sub-advisor (as applicable) of a Subordinated Share of Cash Flows. (H) If the Advisor or Sub-advisor or both elect to defer their right to receive a Subordinated Performance Fee due upon Termination (or its applicable portion thereof) and there is an Other Liquidity Event, then the Advisor and/or Sub-advisor (each to the extent entitled pursuant to the assignment of such right to payment between the Advisor and Sub-advisor) will be entitled to receive a Subordinated Performance Fee due upon Termination (or its applicable portion thereof) in an amount equal to the greater of (1) 15% of the amount, if any, by which (a) the net sales proceeds of the Company’s assets that were owned at the Termination Date, plus total Distributions (excluding any stock dividends and Distributions paid on Shares that have been redeemed by the Company) through the date of the Other Liquidity Event exceeds (b) the sum of Invested Capital as of the date of the Other Liquidity Event plus total Distributions required to be made to the Stockholders in order to pay the Stockholders’ 7% Return from inception through the date of the Other Liquidity Event to the Stockholders as of the date of the Other Liquidity Event, or (2) deemed real estate commissions equal to 3% of the contract sales price that would have been paid to the Advisor or its Affiliates (assuming the sale of substantially all of the assets of the Company at the Termination Date at a fair market value on such date) (provided that in no event may such deemed real estate commissions exceed the aggregate Competitive Real Estate Commission), less (3) any prior payment to the Advisor and/or Sub-advisor (as applicable) of a Subordinated Share of Cash Flows.

Payments on Termination and Survival of Certain Rights and Obligations. (A) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except the Advisor (and its assignees, including the Sub-advisorSub‑advisor) shall be entitled to receive from the Company (1) all unpaid reimbursements of expenses and expenses, all earned but unpaid fees payable and all Subordinated Participation Interests earned but unissued to the Advisor or its assignees prior to termination of this Agreement, payable within 30 days after the effective date of such termination, and (2) to the extent not already payable pursuant to the preceding clause or to the extent not already paid, the Subordinated Share of Cash Flows and/or the Subordinated Incentive Fee payable when and as provided in Article 8; provided, that the amount of each Subordinated Share of Cash Flows and the amount of the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term Fraction. (B) The Advisor shall promptly upon termination: (1) pay over to the Company all money collected and held on behalf of the Company pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2) deliver to the Board 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; (3) deliver to the Board all assets and documents of the Company then in the custody of the Advisor; and (4) cooperate with the Company to provide an orderly transition of advisory functions. (C) After the Termination Date, the Sub-advisor Sub‑advisor shall be entitled to receive from the Company (1) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Sub-advisor Sub‑advisor prior to the termination of this Agreement, payable within 30 days after the effective date of such termination, and (2) to the extent not already payable pursuant to the preceding clause or to the extent not already paid, the Sub-advisor’s share of the Subordinated Share of Cash Flows and/or the Subordinated Incentive Fee, as assignee thereof, payable when and as provided in Article 8; provided, that the amount of the Sub-advisor’s share of each Subordinated Share of Cash Flows and the amount of the Sub-advisor’s share of the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term Fraction. (D) After the termination of the Sub-advisory Sub‑advisory Agreement, to the extent payments are not provided for by Section 13.3(C) (i.e., if the Sub-advisory Sub‑advisory Agreement is terminated independently of the Advisory Agreement), the Sub-advisor Sub‑advisor shall be entitled to receive from the 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 Sub-advisor Sub‑advisor prior to the termination of the Sub-advisory Sub‑advisory Agreement. (E) Promptly upon the termination of the Sub-advisory Sub‑advisory Agreement, the Sub-advisor Sub‑advisor shall promptly upon such termination: (1) pay over to the Company all money, if any, collected and held on behalf of the Company pursuant to the Sub-advisory Sub‑advisory Agreement after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2) deliver to the Board 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; (3) deliver to the Board all assets and documents of the Company then in the custody of the Sub-advisorSub‑advisor; and (4) cooperate with the Company to provide an orderly transition of advisory or sub-advisory sub‑advisory functions.

Payments on Termination and Survival of Certain Rights and Obligations. (A) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except the Advisor (and its assignees, including the Sub-advisor) shall be entitled to receive from the Company (1) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor or its assignees prior to termination of this Agreement, payable within 30 days after the effective date of such termination, (2) a prorated Asset Management Fee for any partial monthly period that preceded the Termination Date, and (23) to the extent not already payable pursuant to the preceding clause or to the extent not already paid, the Subordinated Share of Cash Flows and/or the Subordinated Incentive Fee payable when and as provided in Article 8; provided, that the amount of each Subordinated Share of Cash Flows and the amount of the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term Fraction. (B) The Advisor shall promptly upon termination: (1) pay over to the Company all money collected and held on behalf of the Company pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2) deliver to the Board 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; (3) deliver to the Board all assets and documents of the Company then in the custody of the Advisor; and (4) cooperate with the Company to provide an orderly transition of advisory functions. (C) After the Termination Date, the Sub-advisor shall be entitled to receive from the Company (1) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Sub-advisor prior to the termination of this Agreement, payable within 30 days after the effective date of such termination, (2) the Sub-Advisor’s share of a prorated Asset Management Fee for any partial monthly period that preceded the Termination Date, as assignee thereof, and (23) to the extent not already payable pursuant to the preceding clause or to the extent not already paid, the Sub-advisor’s share of the Subordinated Share of Cash Flows and/or the Subordinated Incentive Fee, as assignee thereof, payable when and as provided in Article 8; provided, that the amount of the Sub-advisor’s share of each Subordinated Share of Cash Flows and the amount of the Sub-advisor’s share of the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term Fraction. (D) After the termination of the Sub-advisory Agreement, to the extent payments are not provided for by Section 13.3(C) (i.e., if the Sub-advisory Agreement is terminated independently of the Advisory Agreement), the Sub-advisor shall be entitled to receive from the 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 Sub-advisor prior to the termination of the Sub-advisory Agreement. (E) Promptly upon the termination of the Sub-advisory Agreement, the Sub-advisor shall promptly upon such termination: (1) pay over to the Company all money, if any, collected and held on behalf of the Company pursuant to the Sub-advisory Agreement after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2) deliver to the Board 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; (3) deliver to the Board all assets and documents of the Company then in the custody of the Sub-advisor; and (4) cooperate with the Company to provide an orderly transition of advisory or sub-advisory functions.

Payments on Termination and Survival of Certain Rights and Obligations. (Ai) After the Termination Date, the Sub-Advisor shall not be entitled to compensation for further services hereunder except the Advisor (and its assignees, including the Sub-advisor) it shall be entitled to receive from the Company (1) within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Sub-Advisor or its assignees prior to termination of this Agreement, payable within 30 days after subject to the effective date of such termination, and (2) 2%/25% Guidelines to the extent not already payable pursuant applicable, subject to receiving a demand for payment and an accounting from the preceding clause or to the extent not already paid, the Subordinated Share of Cash Flows and/or the Subordinated Incentive Fee payable when and as provided in Article 8; provided, that the amount of each Subordinated Share of Cash Flows and the amount of the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term FractionSub-Advisor. (Bii) The Sub-Advisor shall promptly upon termination: (1a) pay over to the Company Colony NorthStar Sub-Advisor or the Company, as the case may be, all money collected and held on behalf for the account of the Company such party pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2b) deliver to the Board Colony NorthStar Sub-Advisor, or if the Colony NorthStar Sub-Advisor has been terminated, to the Board, 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 BoardColony NorthStar Sub-Advisor; (3c) deliver to the Board all assets and documents of the Company then in the custody of the Advisor; and (4) cooperate with the Company to provide an orderly transition of advisory functions. (C) After the Termination Date, the Colony NorthStar Sub-advisor shall be entitled to receive from Advisor, or if the Company (1) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Colony NorthStar Sub-advisor prior to the termination of this Agreement, payable within 30 days after the effective date of such termination, and (2) to the extent not already payable pursuant to the preceding clause or to the extent not already paid, the Sub-advisor’s share of the Subordinated Share of Cash Flows and/or the Subordinated Incentive Fee, as assignee thereof, payable when and as provided in Article 8; provided, that the amount of the Sub-advisor’s share of each Subordinated Share of Cash Flows and the amount of the Sub-advisor’s share of the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term Fraction. (D) After the termination of the Sub-advisory AgreementAdvisor has been terminated, to the extent payments are not provided for by Section 13.3(C) (i.e.Board, if the Sub-advisory Agreement is terminated independently of the Advisory Agreement), the Sub-advisor shall be entitled to receive from the 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 Sub-advisor prior to the termination of the Sub-advisory Agreement. (E) Promptly upon the termination of the Sub-advisory Agreement, the Sub-advisor shall promptly upon such termination: (1) pay over to the Company all money, if any, collected and held on behalf of the Company pursuant to the Sub-advisory Agreement after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2) deliver to the Board 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; (3) deliver to the Board all assets and documents of the Company then in the custody of the Sub-advisorAdvisor; and (4d) cooperate with the Colony NorthStar Sub-Advisor and the Company to provide an orderly transition of advisory or sub-advisory functions, including identification of potential replacements.

Payments on Termination and Survival of Certain Rights and Obligations. Payments to the Advisor pursuant to this Section 12.03 shall be subject to the 2%/25% Guidelines to the extent applicable. (Ai) After the Termination Date, if this Agreement is terminated (a) by the Company for any reason other than a material breach of this Agreement by the Advisor as a result of willful or intentional misconduct or bad faith on behalf of the Advisor or (b) by the Advisor because of a material breach of this Agreement by the Company or if the Company fails to offer a renewal of this Agreement to the Advisor on substantially similar terms as the prior year of this Agreement, the Advisor shall not be entitled to compensation for further services hereunder except the Advisor (and its assignees, including the Sub-advisor) it shall be entitled to receive from the Company within 30 days after the effective date of such termination (1a) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor or its assignees prior to termination of this Agreement, payable within 30 days after the effective date of such termination, Agreement and (2b) to the extent not already payable pursuant to the preceding clause or to the extent not already paid, the Subordinated Share of Cash Flows and/or the Subordinated Incentive Fee payable when and as provided in Article 8; provided, that the amount of each Subordinated Share of Cash Flows and the amount of the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term FractionTermination Payment Upon Termination. (Bii) The Advisor shall promptly upon termination: (1a) pay over to the Company all money collected and held on behalf of the Company pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2b) deliver to the Board 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; (3c) deliver to the Board all assets and documents of the Company then in the custody of the Advisor; and (4d) cooperate with the Company to provide an orderly transition of advisory functions. (C) After the Termination Date, the Sub-advisor shall be entitled to receive from the Company (1) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Sub-advisor prior to the termination of this Agreement, payable within 30 days after the effective date of such termination, and (2) to the extent not already payable pursuant to the preceding clause or to the extent not already paid, the Sub-advisor’s share of the Subordinated Share of Cash Flows and/or the Subordinated Incentive Fee, as assignee thereof, payable when and as provided in Article 8; provided, that the amount of the Sub-advisor’s share of each Subordinated Share of Cash Flows and the amount of the Sub-advisor’s share of the Subordinated Incentive Fee shall be reduced by multiplying such amount by the Prorated Term Fraction. (D) After the termination of the Sub-advisory Agreement, to the extent payments are not provided for by Section 13.3(C) (i.e., if the Sub-advisory Agreement is terminated independently of the Advisory Agreement), the Sub-advisor shall be entitled to receive from the 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 Sub-advisor prior to the termination of the Sub-advisory Agreement. (E) Promptly upon the termination of the Sub-advisory Agreement, the Sub-advisor shall promptly upon such termination: (1) pay over to the Company all money, if any, collected and held on behalf of the Company pursuant to the Sub-advisory Agreement after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (2) deliver to the Board 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; (3) deliver to the Board all assets and documents of the Company then in the custody of the Sub-advisor; and (4) cooperate with the Company to provide an orderly transition of advisory or sub-advisory functions.