Common use of Asset Management Fees Clause in Contracts

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 1.5% of the Company’s most recently available publicly filed aggregate net asset value (the “NAV”), as the NAV may be subsequently adjusted for any Special Distribution. The Advisor shall submit a monthly invoice to the Company, accompanied by a calculation of the Asset Management Fee for the applicable month. The Asset Management Fee shall generally be payable on the last day of the month that immediately follows the month in which such Asset Management Fee was earned, or the first business day following the last day of such month. The Company shall pay the Asset Management Fee in the form of Shares (provided that no more than an aggregate of $2.5 million per quarterly period shall be paid in the form of Shares), at a price per Share equal to the NAV per Share, as may be adjusted for any Special Distribution; provided, however, that, until January 1, 2020, such Shares may not be repurchased by the Company pursuant to the Company’s share repurchase program until all requests for repurchase pursuant to the share repurchase program made by stockholders that are not Affiliated with the Company, the Operating Partnership, the Advisor, CLNS, or any Affiliate thereof have been satisfied for the applicable calendar quarter; provided, further, however, that in the event the Advisory Agreement is not renewed or terminated for any reason, the foregoing limitation on Share repurchases by the Company shall not apply. Any Asset Management Fees in excess of an aggregate of $2.5 million during such quarterly period shall be paid by the Company in cash. Payment of the Asset Management Fee may be deferred, in whole or in part, as to any transaction in the sole discretion of the Advisor. Any such deferred Asset Management Fees shall be paid to the Advisor without interest at such subsequent date as the Advisor shall request.”

Asset Management Fees. The Company shall pay the Advisor or its Affiliates as compensation for the services described in Section 3.03 hereof 3.03hereof a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfth of 1.51.20% of the Company’s most recently available publicly filed aggregate net asset value (disclosed NAV as of the “NAV”), as the NAV may be subsequently adjusted for any Special Distributionend of each month. The Advisor shall submit a monthly invoice to the Company, accompanied by a calculation computation of the Asset Management Fee for the applicable month. The Asset Management Fee shall generally be payable on the last day of the month that immediately follows the month in which such Asset Management Fee was earned, or the first business day following the last day of such month. The Company shall pay the Asset Management Fee in the form of Shares (provided that no more than an aggregate of $2.5 million per quarterly period shall be paid in the form of Shares)However, at a price per Share equal to the NAV per Share, as may be adjusted for any Special Distribution; provided, however, that, until January 1, 2020, such Shares may not be repurchased by the Company pursuant to the Company’s share repurchase program until all requests for repurchase pursuant to the share repurchase program made by stockholders that are not Affiliated with the Company, the Operating Partnership, the Advisor, CLNS, or any Affiliate thereof have been satisfied for the applicable calendar quarter; provided, further, however, that in the event the Advisory Agreement is not renewed or terminated for any reason, the foregoing limitation on Share repurchases by the Company shall not apply. Any Asset Management Fees in excess of an aggregate of $2.5 million during such quarterly period shall be paid by the Company in cash. Payment payment of the Asset Management Fee may be deferreddeferred or waived, in whole or in part, as to any transaction part (or received in Shares) in the sole discretion of the Advisor. Any such deferred or waived Asset Management Fees shall be paid to the Advisor or its Affiliates without interest at such subsequent date as the Advisor shall request.” 3. This Amendment constitutes an amendment to the Advisory Agreement. Except as set forth in this Amendment, all of the provisions of the Advisory Agreement shall continue in full force and effect in accordance with their terms. In the event of any conflict between the provisions of the Advisory Agreement and the provisions of this Amendment, the provisions of this Amendment shall control. 4. This Amendment (a) shall be binding upon the Parties and their respective successors and assigns, (b) may be executed in several counterparts, each of which counterpart, when so executed and delivered, shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement, and (c) together with the Advisory Agreement, embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such subject matter.

Asset Management Fees. The (i) Except as provided in Sections 8.02(ii) and 8.02(iii) hereof, 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 1.50.75% of the Company’s most recently available publicly filed aggregate net asset value (sum of the “NAV”), as Cost of Real Estate Investments and the NAV may be subsequently adjusted for any Special DistributionCost of Loans and other Permitted Investments. The Advisor shall submit a monthly invoice to the Company, accompanied by a calculation computation of the Asset Management Fee for the applicable monthperiod. The Asset Management Fee shall generally be payable on the last day of the month that immediately follows the month in which such Asset Management Fee was earnedmonth, or the first business day following the last day of such month. The Company shall pay the Asset Management Fee in the form of Shares (provided that no more than an aggregate of $2.5 million per quarterly period shall be paid in the form of Shares), at a price per Share equal to the NAV per Share, as may be adjusted for any Special Distribution; provided, however, that, until January 1, 2020, such Shares may not be repurchased by the Company pursuant to the Company’s share repurchase program until all requests for repurchase pursuant to the share repurchase program made by stockholders that are not Affiliated with the Company, the Operating Partnership, the Advisor, CLNS, or any Affiliate thereof have been satisfied for the applicable calendar quarter; provided, further, however, that in the event the Advisory Agreement is not renewed or terminated for any reason, the foregoing limitation on Share repurchases by the Company shall not apply. Any Asset Management Fees in excess of an aggregate of $2.5 million during such quarterly period shall be paid by the Company in cash. Payment of the Asset Management Fee may or may not be deferredtaken, in whole or in part, as to any transaction period in the sole discretion of the Advisor. Any such deferred All or any portion of the Asset Management Fees not taken as to any period shall be paid to the Advisor deferred without interest at and may be taken in such subsequent date other period as the Advisor shall requestdetermine. (ii) The Asset Management Fee described in Section 8.02(i) hereof is not payable with respect to the Company’s investment in the New Leaf – KBS JV, LLC and Cost of Real Estate Investments as used in Section 8.02(i) shall not include the Company’s allocable portion of its investment in the New Leaf – KBS JV, LLC. Instead, and except as provided in Section 8.02(iii) hereof, with respect to the Company’s investment in the New Leaf – KBS JV, LLC, the Company shall pay the Advisor a separate management fee (the “New Leaf-KBS Management Fee”). The New Leaf-KBS Management Fee shall be a monthly fee in an amount equal to 1/12 of 0.27% of Cost of JV Investment. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the New Leaf-KBS Management Fee for the applicable period. The New Leaf-KBS Management Fee shall be payable on the last day of such month, or the first business day following the last day of such month. The New Leaf-KBS Management Fee may or may not be taken, in whole or in part, as to any period in the sole discretion of the Advisor. All or any portion of the New Leaf-KBS Management Fee not taken as to any period shall be deferred without interest and may be taken in such other period as the Advisor shall determine. In addition, if at any time during the Company’s ownership of an interest in the New Leaf – KBS JV, LLC, the Company’s Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation exceed an amount that is equal to a 7.0% cumulative, non-compounded, annual return on Invested Capital for the Company’s Stockholders for the period from July 18, 2006 through the date of such reimbursement (the “7% Return”), then as of the date of such calculation the Advisor shall earn a fee (the “Performance Fee”) in an amount that would make the Advisor’s cumulative fees related to the Company’s investment in the New Leaf – KBS JV, LLC (including the New Leaf-KBS Management Fee set forth above and any Performance Fee amounts already paid) equal to 0.75% of the Cost of JV Investment on an annualized basis from the date of the Company’s investment in the New Leaf – KBS JV, LLC through the date of calculation, provided that on any calculation date the Advisor shall earn only the portion of this amount that is available from the Company’s positive Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation less the 7% Return. Notwithstanding anything contained in this Section 8.02(ii), no Performance Fee will be earned unless and until the Advance described in Article 16 hereof, as amended in the future, has been repaid in full. (iii) Notwithstanding anything contained in Sections 8.02(i) and 8.02(ii) to the contrary, a Property (including the New Leaf – KBS JV, LLC investment), Loan or other Permitted Investment that has suffered an impairment in value, reduction in cash flow or other negative circumstances shall either be excluded from the calculation of the Cost of Real Estate Investments, the Cost of Loans and other Permitted Investments or the Cost of JV Investment or included in such calculation at a reduced value that is recommended by the Advisor and the Company’s management and then approved by a majority of the Company’s independent directors, and this change in the fee shall be applicable to an investment upon the earlier to occur of the date on which (i) such investment is sold, (ii) such investment is surrendered to a Person other than the Company, its direct or indirect wholly owned subsidiary or a Joint Venture or partnership in which the Company has an interest, (iii) the Advisor determines that it will no longer pursue collection or other remedies related to such investment, or (iv) the Advisor recommends a revised fee arrangement with respect to such investment.

Asset Management Fees. The (i) Except as provided in Section 8.02(ii) hereof, 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 the lesser of one-twelfth of 1.5(a) 1.0% of the Company’s most recently available publicly filed aggregate net asset value sum of the Cost of Real Estate Investments and the Cost of Loans and other Permitted Investments; and (b) 2.0% of the “NAV”)sum of (A) the Cost of Real Estate Investments less the amount of any debt financing secured by, or attributable to, the Properties as of the NAV may be subsequently adjusted for date of computation hereunder and (B) the Cost of Loans and other Permitted Investments less the amount of any Special Distributiondebt financing secured by, or attributable to, such investments as of the date of computation hereunder. The Advisor shall submit a monthly invoice to the Company, accompanied by a calculation computation of the Asset Management Fee for the applicable monthperiod. The Generally, the Asset Management Fee payable to the Advisor shall generally be payable paid on the last day of the month that immediately follows the month in which such Asset Management Fee was earnedmonth, or the first business day following the last day of such month. The Company shall pay the Asset Management Fee in the form of Shares (provided that no more than an aggregate of $2.5 million per quarterly period shall be paid in the form of Shares)However, at a price per Share equal to the NAV per Share, as may be adjusted for any Special Distribution; provided, however, that, until January 1, 2020, such Shares may not be repurchased by the Company pursuant to the Company’s share repurchase program until all requests for repurchase pursuant to the share repurchase program made by stockholders that are not Affiliated with the Company, the Operating Partnership, the Advisor, CLNS, or any Affiliate thereof have been satisfied for the applicable calendar quarter; provided, further, however, that in the event the Advisory Agreement is not renewed or terminated for any reason, the foregoing limitation on Share repurchases by the Company shall not apply. Any Asset Management Fees in excess of an aggregate of $2.5 million during such quarterly period shall be paid by the Company in cash. Payment of the Asset Management Fee may or may not be deferredtaken, in whole or in part, as to any transaction year in the sole discretion of the Advisor. Any such deferred All or any portion of the Asset Management Fees not taken as to any fiscal year shall be paid to the Advisor deferred without interest at and may be paid in such subsequent date other fiscal year as the Advisor shall requestdetermine.” (ii) Notwithstanding anything contained in Section 8.02(i) to the contrary, a Property, Loan or other Permitted Investment that has suffered an impairment in value, reduction in cash flow or other negative circumstances may either be excluded from the calculation of the Cost of Real Estate Investments or the Cost of Loans and other Permitted Investments or included in such calculation at a reduced value that is recommended by the Advisor and the Company’s management and then approved by a majority of the Conflicts Committee, and the resulting change in the Asset Management Fee with respect to such an investment will be applicable upon the earlier to occur of the date on which (i) such investment is sold, (ii) such investment is surrendered to a Person other than the Company, its direct or indirect wholly owned subsidiary or a Joint Venture or partnership in which the Company has an interest, (iii) the Advisor determines that it will no longer pursue collection or other remedies EAST\126969463.2 related to such investment, or (iv) the Advisor recommends a revised fee arrangement with respect to such investment.

Asset Management Fees. The (i) Except as provided in Sections 8.02(ii) and 8.02(iii) hereof, 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 1.50.75% of the Company’s most recently available publicly filed aggregate net asset value (sum of the “NAV”), as Cost of Real Estate Investments and the NAV may be subsequently adjusted for any Special DistributionCost of Loans and other Permitted Investments. The Advisor shall submit a monthly invoice to the Company, accompanied by a calculation computation of the Asset Management Fee for the applicable monthperiod. The Asset Management Fee shall generally be payable on the last day of the month that immediately follows the month in which such Asset Management Fee was earnedmonth, or the first business day following the last day of such month. The Company shall pay the Asset Management Fee in the form of Shares (provided that no more than an aggregate of $2.5 million per quarterly period shall be paid in the form of Shares), at a price per Share equal to the NAV per Share, as may be adjusted for any Special Distribution; provided, however, that, until January 1, 2020, such Shares may not be repurchased by the Company pursuant to the Company’s share repurchase program until all requests for repurchase pursuant to the share repurchase program made by stockholders that are not Affiliated with the Company, the Operating Partnership, the Advisor, CLNS, or any Affiliate thereof have been satisfied for the applicable calendar quarter; provided, further, however, that in the event the Advisory Agreement is not renewed or terminated for any reason, the foregoing limitation on Share repurchases by the Company shall not apply. Any Asset Management Fees in excess of an aggregate of $2.5 million during such quarterly period shall be paid by the Company in cash. Payment of the Asset Management Fee may or may not be deferredtaken, in whole or in part, as to any transaction period in the sole discretion of the Advisor. Any such deferred All or any portion of the Asset Management Fees not paid as to any period shall be paid to the Advisor deferred without interest at and may be taken in such subsequent date other fiscal period as the Advisor shall requestdetermine. (ii) The Asset Management Fee described in Section 8.02(i) hereof is not payable with respect to the Company’s investment in the New Leaf – KBS JV, LLC and Cost of Real EAST\126876847.2 Estate Investments as used in Section 8.02(i) shall not include the Company’s allocable portion of its investment in the New Leaf – KBS JV, LLC. Instead, and except as provided in Section 8.02(iii) hereof, with respect to the Company’s investment in the New Leaf – KBS JV, LLC, the Company shall pay the Advisor a separate management fee (the “New Leaf-KBS Management Fee”). The New Leaf-KBS Management Fee shall be a monthly fee in an amount equal to 1/12 of 0.27% of Cost of JV Investment. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the New Leaf-KBS Management Fee for the applicable period. The New Leaf-KBS Management Fee shall be payable on the last day of such month, or the first business day following the last day of such month. The New Leaf-KBS Management Fee may or may not be taken, in whole or in part, as to any period in the sole discretion of the Advisor. All or any portion of the New Leaf-KBS Management Fee not paid as to any period shall be deferred without interest and may be taken in such other fiscal period as the Advisor shall determine. In addition, if at any time during the Company’s ownership of an interest in the New Leaf – KBS JV, LLC, the Company’s Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation exceed an amount that is equal to a 7.0% cumulative, non-compounded, annual return on Invested Capital for the Company’s Stockholders for the period from July 18, 2006 through the date of such reimbursement (the “7% Return”), then as of the date of such calculation the Advisor shall earn a fee (the “Performance Fee”) in an amount that would make the Advisor’s cumulative fees related to the Company’s investment in the New Leaf – KBS JV, LLC (including the New Leaf-KBS Management Fee set forth above and any Performance Fee amounts already paid) equal to 0.75% of the Cost of JV Investment on an annualized basis from the date of the Company’s investment in the New Leaf – KBS JV, LLC through the date of calculation, provided that on any calculation date the Advisor shall earn only the portion of this amount that is available from the Company’s positive Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation less the 7% Return. Notwithstanding anything contained in this Section 8.02(ii), no Performance Fee will be earned unless and until the Advance described in Article 16 hereof, as amended in the future, has been repaid in full. Notwithstanding anything in this Agreement to the contrary, (i) the Advisor, on behalf of itself and its affiliates, and its and their respective successors and assigns, as of March 20, 2012, waived the Company’s obligation to pay the Performance Fee, now or in the future, to the Advisor; and (ii) as of March 20, 2012, all provisions of this Section 8.02(ii), other than this sentence, and all other references to Section 8.02(ii) in this Agreement became of no further force and effect. (iii) Notwithstanding anything contained in Sections 8.02(i) and 8.02(ii) to the contrary, a Property, Loan or other Permitted Investment that has suffered an impairment in value, reduction in cash flow or other negative circumstances may either be excluded from the calculation of the Cost of Real Estate Investments, the Cost of Loans and other Permitted Investments or the Cost of JV Investment or included in such calculation at a reduced value that is recommended by the Advisor and the Company’s management and EAST\126876847.2 then approved by a majority of the Company’s independent directors, and the resulting change in the fee with respect to such investment will be applicable upon the earlier to occur of the date on which (i) such investment is sold, (ii) such investment is surrendered to a Person other than the Company, its direct or indirect wholly owned subsidiary or a Joint Venture or partnership in which the Company has an interest, (iii) the Advisor determines that it will no longer pursue collection or other remedies related to such investment, or (iv) the Advisor recommends a revised fee arrangement with respect to such investment.

Asset Management Fees. The Company shall pay the Advisor or its Affiliates 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 1.51.20% of the Company’s most recently available publicly filed aggregate net asset value (disclosed NAV as of the “NAV”), as the NAV may be subsequently adjusted for any Special Distributionend of each month. The Advisor shall submit a monthly invoice to the Company, accompanied by a calculation computation of the Asset Management Fee for the applicable month. The Asset Management Fee shall generally be payable on the last day of the month that immediately follows the month in which such Asset Management Fee was earned, or the first business day following the last day of such month. The Company shall pay the Asset Management Fee in the form of Shares (provided that no more than an aggregate of $2.5 million per quarterly period shall be paid in the form of Shares)However, at a price per Share equal to the NAV per Share, as may be adjusted for any Special Distribution; provided, however, that, until January 1, 2020, such Shares may not be repurchased by the Company pursuant to the Company’s share repurchase program until all requests for repurchase pursuant to the share repurchase program made by stockholders that are not Affiliated with the Company, the Operating Partnership, the Advisor, CLNS, or any Affiliate thereof have been satisfied for the applicable calendar quarter; provided, further, however, that in the event the Advisory Agreement is not renewed or terminated for any reason, the foregoing limitation on Share repurchases by the Company shall not apply. Any Asset Management Fees in excess of an aggregate of $2.5 million during such quarterly period shall be paid by the Company in cash. Payment payment of the Asset Management Fee may be deferreddeferred or waived, in whole or in part, as to any transaction part (or received in Shares) in the sole discretion of the Advisor. Any such deferred or waived Asset Management Fees shall be paid to the Advisor or its Affiliates without interest at such subsequent date as the Advisor shall request.” 3. This Amendment constitutes an amendment to the Advisory Agreement. Except as set forth in this Amendment, all of the provisions of the Advisory Agreement shall continue in full force and effect in accordance with their terms. In the event of any conflict between the provisions of the Advisory Agreement and the provisions of this Amendment, the provisions of this Amendment shall control. 4. This Amendment (a) shall be binding upon the Parties and their respective successors and assigns, (b) may be executed in several counterparts, each of which counterpart, when so executed and delivered, shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement, and (c) together with the Advisory Agreement, embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such subject matter.

Asset Management Fees. The (i) Except as provided in Section 8.02(ii) hereof, the Company shall pay the Advisor as compensation for the services described in Section 3.03 Article 3 hereof a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfth of 1.50.75% of the Company’s most recently available publicly filed aggregate net asset value (sum of the “NAV”)Cost of Real Estate Investments and the outstanding principal amount of the Loans and other Permitted Investments, as of the NAV may be subsequently adjusted for any Special Distributionend of the preceding month. The Advisor shall submit a monthly invoice to the Company, accompanied by a calculation computation of the Asset Management Fee for the applicable monthperiod. The Asset Management Fee shall generally be payable on the last day of the month that immediately follows the month in which such Asset Management Fee was earnedmonth, or the first business day following the last day of such month. The Company shall pay the Asset Management Fee in the form of Shares (provided that no more than an aggregate of $2.5 million per quarterly period shall be paid in the form of Shares), at a price per Share equal to the NAV per Share, as may be adjusted for any Special Distribution; provided, however, that, until January 1, 2020, such Shares may not be repurchased by the Company pursuant to the Company’s share repurchase program until all requests for repurchase pursuant to the share repurchase program made by stockholders that are not Affiliated with the Company, the Operating Partnership, the Advisor, CLNS, or any Affiliate thereof have been satisfied for the applicable calendar quarter; provided, further, however, that in the event the Advisory Agreement is not renewed or terminated for any reason, the foregoing limitation on Share repurchases by the Company shall not apply. Any Asset Management Fees in excess of an aggregate of $2.5 million during such quarterly period shall be paid by the Company in cash. Payment of the Asset Management Fee may or may not be deferredtaken, in whole or in part, as to any transaction year in the sole discretion of the Advisor. Any such deferred All or any portion of the Asset Management Fees Fee not taken as to any fiscal year shall be paid to the Advisor deferred without interest at and may be taken in such subsequent date other fiscal year as the Advisor shall requestdetermine. (ii) The Asset Management Fee described in Section 8.02(i) hereof is not payable with respect to the Company’s investment in the New Leaf – KBS JV, LLC and Cost of Real Estate Investments as used in Section 8.02(i) shall not include the Company’s allocable portion of its investment in the New Leaf – KBS JV, LLC. Instead, with respect to the Company’s investment in the New Leaf – KBS JV, LLC, the Company shall pay the Advisor a separate management fee (the “New Leaf-KBS Management Fee”) as follows: The Company shall pay the Advisor as compensation for the services described in Article 3 hereof a monthly fee related to the New Leaf – KBS JV, LLC as follows: Months of Ownership of Investment New Leaf-KBS Management Fee 1 - 36 1/12 of 0.27% of Cost of JV Investment Month 37+ To be negotiated upon renewal of advisory agreement The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the New Leaf-KBS Management Fee for the applicable period. The New Leaf-KBS Management Fee shall be payable on the last day of such month, or the first business day following the last day of such month. The New Leaf-KBS 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 New Leaf-KBS Management Fee not taken as to any fiscal year shall be deferred without interest and may be taken in such other fiscal year as the Advisor shall determine. In addition, if at any time during the Company’s ownership of an interest in the New Leaf – KBS JV, LLC, the Company’s funds from operations for the period commencing January 1, 2006 through the date of any such calculation exceed an amount that is equal to a 7.0% cumulative, non-compounded, annual return on Invested Capital for the Company’s Stockholders for the period from July 18, 2006 through the date of such reimbursement (the “7% Return”), then as of the date of such calculation the Advisor shall earn a fee (the “Performance Fee”) in an amount that would make the Advisor’s cumulative fees related to the Company’s investment in the New Leaf – KBS JV, LLC (including the New Leaf-KBS Management Fee set forth above and any Performance Fee amounts already paid) equal to 0.75% of the Cost of JV Investment on an annualized basis from the date of the Company’s investment in the New Leaf – KBS JV, LLC through the date of calculation, provided that on any calculation date the Advisor shall earn only the portion of this amount that is available from the Company’s positive funds from operations for the period commencing January 1, 2006 through the date of any such calculation less the 7% Return. Notwithstanding anything contained in this Section 8.02(ii), no Performance Fee will be earned unless and until the Advance described in Article 16 hereof, as amended in the future, has been repaid in full.

Asset Management Fees. The (i) Except as provided in Sections 8.02(ii) and 8.02(iii) hereof, 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 1.50.75% of the Company’s most recently available publicly filed aggregate net asset value (sum of the “NAV”), as Cost of Real Estate Investments and the NAV may be subsequently adjusted for any Special DistributionCost of Loans and other Permitted Investments. The Advisor shall submit a monthly invoice to the Company, accompanied by a calculation computation of the Asset Management Fee for the applicable monthperiod. The Asset Management Fee shall generally be payable on the last day of the month that immediately follows the month in which such Asset Management Fee was earnedmonth, or the first business day following the last day of such month. The Company shall pay the Asset Management Fee in the form of Shares (provided that no more than an aggregate of $2.5 million per quarterly period shall be paid in the form of Shares), at a price per Share equal to the NAV per Share, as may be adjusted for any Special Distribution; provided, however, that, until January 1, 2020, such Shares may not be repurchased by the Company pursuant to the Company’s share repurchase program until all requests for repurchase pursuant to the share repurchase program made by stockholders that are not Affiliated with the Company, the Operating Partnership, the Advisor, CLNS, or any Affiliate thereof have been satisfied for the applicable calendar quarter; provided, further, however, that in the event the Advisory Agreement is not renewed or terminated for any reason, the foregoing limitation on Share repurchases by the Company shall not apply. Any Asset Management Fees in excess of an aggregate of $2.5 million during such quarterly period shall be paid by the Company in cash. Payment of the Asset Management Fee may or may not be deferredtaken, in whole or in part, as to any transaction period in the sole discretion of the Advisor. Any such deferred All or any portion of the Asset Management Fees not paid as to any period shall be paid to the Advisor deferred without interest at and may be taken in such subsequent date other fiscal period as the Advisor shall requestdetermine. EAST\126876847.2 (ii) The Asset Management Fee described in Section 8.02(i) hereof is not payable with respect to the Company’s investment in the New Leaf – KBS JV, LLC and Cost of Real Estate Investments as used in Section 8.02(i) shall not include the Company’s allocable portion of its investment in the New Leaf – KBS JV, LLC. Instead, and except as provided in Section 8.02(iii) hereof, with respect to the Company’s investment in the New Leaf – KBS JV, LLC, the Company shall pay the Advisor a separate management fee (the “New Leaf-KBS Management Fee”). The New Leaf-KBS Management Fee shall be a monthly fee in an amount equal to 1/12 of 0.27% of Cost of JV Investment. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the New Leaf-KBS Management Fee for the applicable period. The New Leaf-KBS Management Fee shall be payable on the last day of such month, or the first business day following the last day of such month. The New Leaf-KBS Management Fee may or may not be taken, in whole or in part, as to any period in the sole discretion of the Advisor. All or any portion of the New Leaf-KBS Management Fee not paid as to any period shall be deferred without interest and may be taken in such other fiscal period as the Advisor shall determine. In addition, if at any time during the Company’s ownership of an interest in the New Leaf – KBS JV, LLC, the Company’s Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation exceed an amount that is equal to a 7.0% cumulative, non-compounded, annual return on Invested Capital for the Company’s Stockholders for the period from July 18, 2006 through the date of such reimbursement (the “7% Return”), then as of the date of such calculation the Advisor shall earn a fee (the “Performance Fee”) in an amount that would make the Advisor’s cumulative fees related to the Company’s investment in the New Leaf – KBS JV, LLC (including the New Leaf-KBS Management Fee set forth above and any Performance Fee amounts already paid) equal to 0.75% of the Cost of JV Investment on an annualized basis from the date of the Company’s investment in the New Leaf – KBS JV, LLC through the date of calculation, provided that on any calculation date the Advisor shall earn only the portion of this amount that is available from the Company’s positive Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation less the 7% Return. Notwithstanding anything contained in this Section 8.02(ii), no Performance Fee will be earned unless and until the Advance described in Article 16 hereof, as amended in the future, has been repaid in full. Notwithstanding anything in this Agreement to the contrary, (i) the Advisor, on behalf of itself and its affiliates, and its and their respective successors and assigns, as of March 20, 2012, waived the Company’s obligation to pay the Performance Fee, now or in the future, to the Advisor; and (ii) as of March 20, 2012, all provisions of this Section 8.02(ii), other than this sentence, and all other references to Section 8.02(ii) in this Agreement became of no further force and effect.” (iii) Notwithstanding anything contained in Sections 8.02(i) and 8.02(ii) to the contrary, a Property, Loan or other Permitted Investment that has suffered an impairment in value, reduction in cash flow or other negative circumstances may either be excluded from the calculation of the Cost of Real Estate Investments, the Cost of Loans and other EAST\126876847.2 Permitted Investments or the Cost of JV Investment or included in such calculation at a reduced value that is recommended by the Advisor and the Company’s management and then approved by a majority of the Company’s independent directors, and the resulting change in the fee with respect to such investment will be applicable upon the earlier to occur of the date on which (i) such investment is sold, (ii) such investment is surrendered to a Person other than the Company, its direct or indirect wholly owned subsidiary or a Joint Venture or partnership in which the Company has an interest, (iii) the Advisor determines that it will no longer pursue collection or other remedies related to such investment, or (iv) the Advisor recommends a revised fee arrangement with respect to such investment.