Disposition Fees. If the Advisor or any of its Affiliates provide a substantial amount of services (as determined by the Independent Directors) in connection with a Sale, the Advisor or such Affiliate shall receive a fee at the closing (the “Disposition Fee”) equal to the lesser of (i) (A) one-half of the aggregate brokerage commissions paid, (including the Disposition Fee) or # if no brokerage commission is paid to any third party, the amount customarily paid or # 3.0% of the Contract Sales Price whichever is less. The payment of any Disposition Fees by the Company shall be subject to the limitations contained in the Charter. The Advisor shall submit an invoice to the Company following the closing or closings of each disposition, accompanied by a computation of the Disposition Fee. The Disposition Fee may or may not be taken, in whole or in part, as to any year in the sole discretion of the Advisor. All or any portion of the Disposition Fees not taken as to any fiscal year shall be deferred without interest and may be paid in such other fiscal year as the Advisor shall determine.

Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from [[Organization A:Organization]] of the occurrence of any event of the kind described in [Section 3(d)(iii) through (vi)], such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by [[Organization A:Organization]] that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. [[Organization A:Organization]] will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. [[Organization A:Organization]] agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(d).

If the Advisor or any of its Affiliates provide a substantial amount of services, and based on the services, as determined by the Independent Directors, in connection with a Sale (except for the Sale of any Securities that are traded on a national securities exchange), the Advisor or such Affiliate shall receive a Disposition Fee in an amount of 1.0% of the Contract Sales Price of each Loan, Security (including mortgage-backed securities or collateralized debt obligations issued by a subsidiary of the Company as part of a securitization transaction) or Property sold.

Consult with the Board and provide assistance with the evaluation and approval of potential asset dispositions, sales or other liquidity events; and

Disqualifying Disposition. If the Participant disposes of Shares acquired upon exercise of this option within two years from the Grant Date or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition.

Asset Purchase Agreement. This Agreement is being executed and delivered pursuant to and is subject in all respects to the terms and conditions of the Asset Purchase Agreement, and all of the representations, warranties, covenants and agreements of the Seller and Buyer contained therein, all of which shall survive the execution and delivery of this Assignment Agreement in accordance with the terms of the Asset Purchase Agreement. Nothing in this Agreement shall, or shall be deemed to, defeat, limit, alter or impair, enhance or enlarge any right, obligation, claim or remedy created by the Asset Purchase Agreement. In the event of a conflict between this Agreement and the Asset Purchase Agreement, the Asset Purchase Agreement shall control and prevail.

With Respect to Real Estate and Related Services, the Advisor shall:

Asset Management Fees. The Company shall pay the Advisor as compensation for the services described in Section 3.03 hereof a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfth of 0.75% of the higher of # the cost or # the value of each Property we acquire. For purposes of this Section, the cost of a Property will equal the amount actually paid or budgeted (excluding Acquisition and Advisory Fees and expenses) in respect of the purchase, construction or improvement of the Property, including the amount of any debt attributable to the asset (including debt encumbering the asset after its acquisition), the value of a Property will be the value established by the most recent independent valuation report with respect to such property, if any, without deduction for depreciation, bad debts, or other non-cash reserves. The Asset Management Fee will be based only on the portion of the cost or value attributable to the Company’s investment in an asset if the Company does not own all of the asset. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable period. The Asset Management Fee may or may not be taken, in whole or in part, as to any year in the sole discretion of the Advisor. All or any portion of the Asset Management Fees not taken as to any fiscal year shall be deferred without interest and may be paid in such other fiscal year as the Advisor shall determine.

Investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, developers, construction companies, Property Managers and any and all Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services;

c/o [[Organization E:Organization]]