Common use of Asset Management Services Clause in Contracts

Asset Management Services. (i) Investigate, select, and, on behalf of NRE, engage and conduct business with such persons as Asset Manager or its Affiliated Entities deem necessary to the proper performance of its obligations hereunder or under the Affiliated Agreements, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, trust companies, title companies, custodians, agents for collection, insurers, insurance agents, developers, construction companies, property managers and any and all persons acting in any other capacity deemed by Asset Manager or its Affiliated Entities necessary or desirable for the performance of any of the foregoing services; (ii) Monitor applicable markets and obtain reports (which may be prepared by Asset Manager or its Affiliated Entities) where appropriate, concerning the value of the Real Estate Assets of NRE; (iii) Monitor and evaluate the performance of the Real Estate Assets of NRE, provide daily management services to NRE and perform and supervise the various management and operational functions related to NRE’s Real Estate Assets; (iv) Formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of Real Estate Assets on an overall portfolio basis; (v) Engage and oversee the performance by the property managers of their duties, including collection and proper deposits of rental payments and payment of property costs and expenses and maintenance; (vi) Conduct periodic on-site property visits to some or all (as Asset Manager or its Affiliated Entities deem reasonably necessary) of the Real Estate Assets to inspect the physical condition of the Real Estate Assets and to evaluate the performance of the property managers; (vii) Review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by each property manager and aggregate these property budgets into NRE’s overall budget; (viii) Coordinate and manage relationships between NRE and any joint venture partners; and (ix) Provide financial and operational planning services and investment portfolio management functions.

Asset Management Services. (i) Investigate, select, and, on behalf of NRENRF, engage and conduct business with such persons as Asset Manager or its Affiliated Entities deem necessary to the proper performance of its obligations hereunder or under the Affiliated Agreements, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, trust companies, title companies, custodians, agents for collection, insurers, insurance agents, developers, construction companies, property managers and any and all persons acting in any other capacity deemed by Asset Manager or its Affiliated Entities necessary or desirable for the performance of any of the foregoing services; (ii) Monitor applicable markets and obtain reports (which may be prepared by Asset Manager or its Affiliated Entities) where appropriate, concerning the value of the Real Estate Assets of NRENRF; (iii) Monitor and evaluate the performance of the Real Estate Assets of NRE, NRF provide daily management services to NRE NRF and perform and supervise the various management and operational functions related to NRENRF’s Real Estate Assets; (iv) Formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of Real Estate Assets on an overall portfolio basis; (v) Engage and oversee the performance by the property managers of their duties, including collection and proper deposits of rental payments and payment of property costs and expenses and maintenance; (vi) Conduct periodic on-site property visits to some or all (as Asset Manager or its Affiliated Entities deem reasonably necessary) of the Real Estate Assets to inspect the physical condition of the Real Estate Assets and to evaluate the performance of the property managers; (vii) Review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by each property manager and aggregate these property budgets into NRENRF’s overall budget; (viii) Coordinate and manage relationships between NRE NRF and any joint venture partners; and (ix) Provide financial and operational planning services and investment portfolio management functions.

Asset Management Services. (i) Real Estate and Related Services: (a) Investigate, select, select and, on behalf of NREthe Company, engage and conduct business with (including enter contracts with) such persons Persons as Asset Manager or its Affiliated Entities deem the Advisor deems necessary to the proper performance of its obligations hereunder or under the Affiliated Agreementsas set forth in this Agreement, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, trust companies, title companies, custodians, agents for collection, insurers, insurance agents, developers, construction companies, property managers Property Managers and any and all persons Persons acting in any other capacity deemed by Asset Manager or its Affiliated Entities the Advisor necessary or desirable for the performance of any of the foregoing services; (iib) Negotiate and service the Company’s and its Subsidiaries’ debt facilities and other financings; (c) Monitor applicable markets and obtain reports (which may be prepared by Asset Manager the Advisor or its Affiliated EntitiesAffiliates) where appropriate, concerning the value of investments of the Real Estate Assets of NRECompany and its Subsidiaries; (iiid) Monitor and evaluate the performance of each asset of the Real Estate Assets Company and its Subsidiaries and the Company’s and its Subsidiaries’ overall portfolio of NREassets, provide daily management services to NRE the Company and perform and supervise the various management and operational functions related to NREthe Company’s Real Estate Assetsand its Subsidiaries’ investments; (ive) Formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of Real Estate Assets Properties, Loans and other Permitted Investments on an overall portfolio basis; (vf) Engage Consult with the Company’s officers and oversee the Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary with respect to investment and borrowing opportunities presented to the Board, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and its Subsidiaries; (g) Oversee the performance by the property managers (1) Property Managers of their duties, including collection and proper deposits of rental payments and payment of property costs and Property expenses and maintenancemaintenance and (2) Loan Servicers of their duties, including collection and application of payments, restructurings, workouts, foreclosures and accounting for Loans; (vih) Conduct periodic on-site property visits to some or all (as Asset Manager or its Affiliated Entities deem the Advisor deems reasonably necessary) of the Real Estate Assets Properties to inspect the physical condition of the Real Estate Assets Properties and to evaluate the performance of the property managersProperty Managers; (viii) Review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by each property manager Property Manager and aggregate these property budgets into NREthe Company’s overall budget; (viiij) Coordinate and manage relationships between NRE the Company and its Subsidiaries, on the one hand, and any joint venture partnersJoint Venture partners on the other; and (ixk) Provide financial Consult with the Company’s officers and operational planning services the Board and investment portfolio management functionsprovide assistance with the evaluation and approval of potential asset disposition, sale and refinancing opportunities that are presented to the Board.

Asset Management Services. The Advisor shall: (i) Investigate, select, and, on behalf of NREthe Company, engage and conduct business with with, such persons Persons as Asset Manager or its Affiliated Entities deem the Advisor deems necessary to the proper performance of its obligations hereunder or under the Affiliated Agreementshereunder, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, trust companies, title companies, custodians, agents for collection, insurers, insurance agents, developers, construction companies, property managers Operators and any and all persons Persons acting in any other capacity deemed by Asset Manager or its Affiliated Entities the Advisor necessary or desirable for the performance of any of the foregoing services; (ii) Monitor applicable markets and obtain reports (which may be prepared by Asset Manager the Advisor or its Affiliated EntitiesAffiliates) where appropriate, concerning the value of the Real Estate Assets of NREInvestments; (iii) Monitor and evaluate the performance of the Real Estate Assets of NREInvestments, provide daily management services to NRE the Company and perform and supervise the various management and operational functions related to NRE’s Real Estate AssetsInvestments; (iv) Formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of Real Estate Assets Investments on an overall portfolio basis; (v) Engage and oversee Oversee the performance by the property managers Operators of their duties, including collection and proper deposits deposit of rental payments and payment of property costs and Property expenses and maintenance; (vi) Conduct periodic on-site property visits to some or all (as Asset Manager or its Affiliated Entities deem the Advisor deems reasonably necessary) of the Real Estate Assets Properties to inspect the physical condition of the Real Estate Assets Properties and to evaluate the performance of the property managersOperators; (vii) Review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by each property manager Operator and aggregate these property budgets into NREthe Company’s overall budget; (viii) Coordinate and manage relationships between NRE the Company and any joint venture Joint Venture partners; and (ix) Provide financial and operational planning services and investment portfolio management functions.

Asset Management Services. The Advisor shall: (i) Investigate, select, and, on behalf of NREthe Company, engage and conduct business with such persons Persons as Asset Manager or its Affiliated Entities deem the Advisor deems necessary to the proper performance of its obligations hereunder or under the Affiliated Agreementshereunder, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, trust companies, title companies, custodians, agents for collection, insurers, insurance agents, developers, construction companies, property managers Operators and any and all persons Persons acting in any other capacity deemed by Asset Manager or its Affiliated Entities the Advisor necessary or desirable for the performance of any of the foregoing services; (ii) Monitor applicable markets and obtain reports (which may be prepared by Asset Manager the Advisor or its Affiliated EntitiesAffiliates) where appropriate, concerning the value of the Real Estate Assets of NREInvestments; (iii) Monitor and evaluate the performance of the Real Estate Assets of NREInvestments, provide daily management services to NRE the Company and perform and supervise the various management and operational functions related to NRE’s Real Estate AssetsInvestments; (iv) Formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of Real Estate Assets Investments on an overall portfolio basis; (v) Engage and oversee Oversee the performance by the property managers Operators of their duties, including collection and proper deposits of rental payments and payment of property costs and Property expenses and maintenance; (vi) Conduct periodic on-site property visits to some or all (as Asset Manager or its Affiliated Entities deem the Advisor deems reasonably necessary) of the Real Estate Assets Properties to inspect the physical condition of the Real Estate Assets Properties and to evaluate the performance of the property managersOperators; (vii) Review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by each property manager Operator and aggregate these property budgets into NREthe Company’s overall budget; (viii) Coordinate and manage relationships between NRE the Company and any joint venture Joint Venture partners; and (ix) Provide financial and operational planning services and investment portfolio management functions.

Asset Management Services. (i) InvestigateWith Respect to Real Estate and Related Services, selectthe Advisor shall: (a) investigate, select and, on behalf of NREthe Company, engage and conduct business with (including enter contracts with) such persons Persons as Asset Manager or its Affiliated Entities deem the Advisor deems necessary to the proper performance of its obligations hereunder or under the Affiliated Agreementsas set forth in this Agreement, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, trust companies, title companies, custodians, agents for collection, insurers, insurance agents, developers, construction companies, property managers Property Managers and any and all persons Persons acting in any other capacity deemed by Asset Manager or its Affiliated Entities the Advisor necessary or desirable for the performance of any of the foregoing services; (iib) Monitor negotiate and service the Company’s and its Subsidiaries’ debt facilities and other financings; (c) monitor applicable markets and obtain reports (which may be prepared by Asset Manager the Advisor or its Affiliated EntitiesAffiliates) where appropriate, concerning the value of investments of the Real Estate Assets of NRECompany and its Subsidiaries; (iiid) Monitor monitor and evaluate the performance of each asset of the Real Estate Assets Company and its Subsidiaries and the Company’s and its Subsidiaries’ overall portfolio of NREassets, provide daily management services to NRE the Company and perform and supervise the various management and operational functions related to NREthe Company’s Real Estate Assetsand its Subsidiaries’ investments; (ive) Formulate formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of Real Estate Assets Properties, and other Permitted Investments on an overall portfolio basis; (vf) Engage consult with the Company’s officers and oversee the performance Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary with respect to investment and borrowing opportunities presented to the Board, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the property managers of their duties, including collection Company and proper deposits of rental payments and payment of property costs and expenses and maintenanceits Subsidiaries; (vig) Conduct coordinate with the Property Manager on its duties under any Property Management Agreement and assist in obtaining all necessary approvals of major property transactions as governed by the applicable Property Management Agreement; (h) conduct periodic on-site property visits to some or all (as Asset Manager or its Affiliated Entities deem the Advisor deems reasonably necessary) of the Real Estate Assets Properties to inspect the physical condition of the Real Estate Assets Properties and to evaluate the performance of the property managersProperty Managers; (viii) Reviewreview, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by each property manager Property Manager and aggregate these property budgets into NREthe Company’s overall budget; (viiij) Coordinate coordinate and manage relationships between NRE the Company and its Subsidiaries, and any joint venture Joint Venture partners; and (ixk) Provide consult with the Company’s officers and the Board and provide assistance with the evaluation and approval of potential asset disposition, sale and refinancing opportunities that are presented to the Board. (ii) With respect to Accounting and Other Administrative Services, the Advisor shall: (a) provide the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company and its Subsidiaries; (b) from time to time, or at any time reasonably requested by the Board, make reports to the Board on the Advisor’s performance of services to the Company and its Subsidiaries under this Agreement; (c) coordinate with the Company’s independent accountants and auditors to prepare and deliver to the Company’s audit committee an annual report covering the Advisor’s compliance with certain material aspects of this Advisory Agreement; (c) make reports to the Independent Directors each quarter of the allocation of investment opportunities of the type suitable for the Company among the Company and the other programs sponsored by the Advisor or any of its Affiliates, in order to enable the Independent Directors to monitor the Advisor’s compliance with the investment allocation policy in effect from time to time as approved by the Board; (d) provide or arrange for any administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s and its Subsidiaries’ businesses and operations; (e) provide financial and operational planning services; (f) calculate NAV and NAV per share for each class of Shares as requested by the Board or the Valuation Committee of the Board, and in connection therewith, supervise any independent valuation experts engaged by the Company with the approval of the Board or the Valuation Committee of the Board; (g) maintain accounting and other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required to prepare and to file all periodic financial reports, tax returns and any other information required to be filed with the SEC, the Internal Revenue Service and any other regulatory agency; (h) maintain and preserve all appropriate books and records of the Company and its Subsidiaries; (i) provide tax and compliance services and investment portfolio coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (j) provide the Company and its Subsidiaries with all necessary cash management functionsservices; (k) manage and coordinate with the transfer agent the periodic Distribution process and payments to Stockholders; (l) consult with the Company’s officers and the Board and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (m) consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto; (n) perform all reporting, record keeping, internal controls and similar matters in a manner to allow the Company and its Subsidiaries to comply with applicable law, including federal and state securities laws and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and provide the Company’s officers and the Board with timely updates regarding the Company’s compliance with applicable law; (o) recommend liquidity event strategies to the Board when appropriate and implement any such strategies approved by the Board; (p) notify the Board of all proposed material transactions before they are completed and get approval where necessary; and (q) do all things necessary to assure its ability to render the services described in this Agreement.

Asset Management Services. (i) Investigate, select, and, on behalf of NRENRF, engage and conduct business with such persons as Asset Manager or its Affiliated Entities deem necessary to the proper performance of its obligations hereunder or under the Affiliated Agreements, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, trust companies, title companies, custodians, agents for collection, insurers, insurance agents, developers, construction companies, property managers and any and all persons acting in any other capacity deemed by Asset Manager or its Affiliated Entities necessary or desirable for the performance of any of the foregoing services; (ii) Monitor applicable markets and obtain reports (which may be prepared by Asset Manager or its Affiliated Entities) where appropriate, concerning the value of the Real Estate Assets of NRENRF; (iii) Monitor and evaluate the performance of the Real Estate Assets of NRENRF, provide daily management services to NRE NRF and perform and supervise the various management and operational functions related to NRENRF’s Real Estate Assets; (iv) Formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of Real Estate Assets on an overall portfolio basis; (v) Engage and oversee the performance by the property managers of their duties, including collection and proper deposits of rental payments and payment of property costs and expenses and maintenance; (vi) Conduct periodic on-site property visits to some or all (as Asset Manager or its Affiliated Entities deem reasonably necessary) of the Real Estate Assets to inspect the physical condition of the Real Estate Assets and to evaluate the performance of the property managers; (vii) Review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by each property manager and aggregate these property budgets into NRENRF’s overall budget; (viii) Coordinate and manage relationships between NRE NRF and any joint venture partners; and (ix) Provide financial and operational planning services and investment portfolio management functions.

Asset Management Services. (i) Investigate, select, Real Estate and Related Services: (a) Select and, on behalf of NREthe Company, engage and conduct business with (including enter contracts with) such persons Persons as Asset Manager or its Affiliated Entities deem the Advisor deems necessary to the proper performance of its obligations hereunder or under the Affiliated Agreementsas set forth in this Agreement, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, trust companies, title companies, custodians, agents for collection, insurers, insurance agents, developers, construction companies, property managers Property Managers and any and all persons Persons acting in any other capacity deemed by Asset Manager or its Affiliated Entities the Advisor necessary or desirable for the performance of any of the foregoing services; (iib) Negotiate and service the Company’s debt facilities and other financings; (c) Monitor applicable markets and evaluate the performance of each asset of the Company and the Company’s overall portfolio of assets and, where appropriate, obtain reports (which may be prepared by Asset Manager the Advisor or its Affiliated EntitiesAffiliates) where appropriate, concerning the value of the Real Estate Assets Investments and Originated Loans of NRE;the Company, (iiid) Monitor Consult with PAR’s officers and evaluate the performance Board and assist the Board in the formulation and implementation of the Real Estate Assets of NRE, provide daily management services to NRE and perform and supervise the various management and operational functions related to NRECompany’s Real Estate Assets; (iv) Formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of Real Estate Assets Investments and Originated Loans on an overall portfolio basis; (ve) Engage and oversee Oversee the performance by the property managers Property Managers of their duties, including collection and proper deposits of rental payments and payment of property costs and Property expenses and maintenance; (vi) Conduct periodic on-site property visits to some or all (as Asset Manager or its Affiliated Entities deem reasonably necessary) of the Real Estate Assets to inspect the physical condition of the Real Estate Assets and to evaluate the performance of the property managers; (vii) Review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by each property manager and aggregate these property budgets into NRE’s overall budget; (viiif) Coordinate and manage relationships between NRE the Company and any joint venture Joint Venture partners; and (ixii) Accounting and Other Administrative Services: (a) Provide financial the day-to-day management of the Company and operational planning perform and supervise the various administrative functions reasonably necessary for the management of the Company; (b) At any time reasonably requested by the Board, make reports to the Board on the Advisor’s performance of services to the Company under this Agreement; (c) Provide or arrange for any administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations; (d) Maintain accounting and other record-keeping functions at the Company and investment portfolio levels, including information concerning the activities of the Company as shall be required to prepare and to file all periodic financial reports, tax returns and any other information required to be filed with the SEC, the Internal Revenue Service and any other regulatory agency; (e) Maintain and preserve all appropriate books and records of the Company; (f) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (g) Provide the Company with all necessary cash management functionsservices; (h) Manage and coordinate with the transfer agent the monthly dividend process and payments to Stockholders; (i) Consult with PAR’s officers and the Board and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (j) Consult with PAR’s officers and the Board relating to, and assist in implementing, corporate governance structure and appropriate policies and procedures in compliance with applicable regulatory structures, including but not limited to compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, if applicable; (k) Perform all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, including federal and state securities laws and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, if applicable; (l) Notify the Board of all proposed material transactions before they are completed; and (m) Do all things necessary to assure its ability to render the services described in this Agreement.

Asset Management Services. (i) Real Estate and Related Services: (a) Investigate, select, select and, on behalf of NREthe Company and the Operating Partnership, engage and conduct business with (including enter contracts with) such persons Persons as Asset Manager or its Affiliated Entities deem the Advisor deems necessary to the proper performance of its obligations hereunder or under the Affiliated Agreementsas set forth in this Agreement, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, trust companies, title companies, custodians, agents for collection, insurers, insurance agents, developers, construction companies, property managers Property Managers and any and all persons Persons acting in any other capacity deemed by Asset Manager or its Affiliated Entities the Advisor necessary or desirable for the performance of any of the foregoing services; (iib) Negotiate and service the Company’s and the Operating Partnership’s debt facilities and other financings; (c) Monitor applicable markets and obtain reports (which may be prepared by Asset Manager the Advisor or its Affiliated Entities) Affiliates), where appropriate, concerning the value of investments of the Real Estate Assets of NRECompany and the Operating Partnership; (iiid) Monitor and evaluate the performance of each asset of the Real Estate Assets Company and the Operating Partnership and the Company’s and the Operating Partnership’s overall portfolio of NREassets, provide daily management services to NRE the Company and the Operating Partnership and perform and supervise the various management and operational functions related to NREthe Company’s Real Estate Assetsinvestments; (ive) Formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of Real Estate Assets Properties, Loans and other Permitted Investments on an overall portfolio basis; (vf) Engage Consult with the Company’s officers and oversee the Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and the Operating Partnership and in connection with any borrowings proposed to be undertaken by the Company and the Operating Partnership; (g) Oversee the performance by the property managers Property Managers of their duties, including collection and proper deposits of rental payments and payment of property costs and Property expenses and maintenance; (vih) Conduct periodic on-site property visits to some or all (as Asset Manager or its Affiliated Entities deem the Advisor deems reasonably necessary) of the Real Estate Assets Properties to inspect the physical condition of the Real Estate Assets Properties and to evaluate the performance of the property managersProperty Managers; (viii) Review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by each property manager Property Manager and aggregate these property budgets into NREthe Company’s and the Operating Partnership’s overall budget; (viiij) Coordinate and manage relationships between NRE among the Company and the Operating Partnership, on the one hand, and any joint venture co-venturers or partners, on the other; and (ixk) Consult with the Company’s officers and the Board and provide assistance with the evaluation and approval of potential asset dispositions, sales and refinancings. (ii) Accounting and Other Administrative Services: (a) Provide the day-to-day management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating Partnership; (b) From time to time, or at any time reasonably requested by the Board, make reports to the Board on the Advisor’s performance of services to the Company under this Agreement; (c) Make reports to the Conflicts Committee each quarter of the investments that have been made by other programs sponsored by the Advisor or any of its Affiliates, including KBS Realty Advisors LLC, as well as any investments that have been made by the Advisor or any of its Affiliates directly; (d) Provide or arrange for any administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s and the Operating Partnership’s business and operations; (e) Provide financial and operational planning services; (f) Maintain accounting and other record-keeping functions at the Company, the Operating Partnership and investment levels, including information concerning the activities of the Company and the Operating Partnership as shall be required to prepare and to file, as applicable, all periodic financial reports, tax returns and any other information required to be filed with the SEC, the Internal Revenue Service and any other regulatory agency; (g) Maintain and preserve all appropriate books and records of the Company and the Operating Partnership; (h) Provide tax and compliance services and investment portfolio coordinate with appropriate third parties, including the Company’s and the Operating Partnership’s independent auditors and other consultants, on related tax matters; (i) Provide the Company and the Operating Partnership with all necessary cash management functionsservices; (j) Manage and coordinate with the transfer agent the dividend process, redemption process and payments to Stockholders and manage and coordinate the distribution process, redemption process and payments to the partners of the Operating Partnership; (k) Consult with the Company’s officers and the Board and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (l) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company and the Operating Partnership, as well as managing compliance with such matters, including but not limited to compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; (m) Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto; (n) Perform all reporting, record keeping, internal controls and similar matters in a manner to allow the Company and the Operating Partnership to comply with applicable law, including federal and state securities laws and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; (p) Assist with the calculation of the Company’s NAV, the Operating Partnership’s NAV, the NAV per Share and the NAV per Unit in accordance with the Valuation Guidelines; (q) Monitor the valuation firms engaged pursuant to the Valuation Guidelines to ensure that each complies with the Valuation Guidelines; and (r) Do all things necessary to assure its ability to render the services described in this Agreement.

Asset Management Services. Gyrodyne shall or, subject to reimbursement pursuant to Article 8, shall retain other Persons to (but shall remain responsible to GSD): (i) Investigate, select, select and, on behalf of NREGSD, engage and conduct business with (including enter contracts with) and supervise the performance of such persons Persons as Asset Manager or its Affiliated Entities deem Gyrodyne deems necessary to the proper performance of its obligations hereunder or under the Affiliated Agreementsas set forth in this Agreement, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, trust companies, title companies, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, security investment advisors, mortgagors, the registrar and the transfer agent, construction companies, property managers Property Managers and any and all persons Persons acting in any other capacity deemed by Asset Manager or its Affiliated Entities Gyrodyne necessary or desirable for the performance of any of the foregoing services; (ii) Monitor applicable markets and obtain reports (which may be prepared by Asset Manager or its Affiliated Entities) where appropriate, concerning the value of the Real Estate Assets of NREProperties; (iii) Monitor and evaluate the performance of each of the Real Estate Assets Properties and GSD’s overall portfolio of NRE, provide daily management services to NRE Properties and perform and supervise the various management and operational functions related to NRE’s Real Estate Assetsthe Properties; (iv) Formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, investment, improvement, financing and refinancing, marketing, leasing and disposition of Real Estate Assets Investments on an overall portfolio basis; (v) Engage Formulate and oversee the performance by the property managers implementation of their duties, including collection and proper deposits of rental payments and payment of property costs and expenses and maintenanceGSD’s financial policies; (vi) Conduct periodic on-site property visits to some or all (as Asset In Gyrodyne’s discretion, engage a Property Manager or its Affiliated Entities deem reasonably necessary) for each of the Real Estate Assets to inspect the physical condition of the Real Estate Assets and to evaluate the performance of the property managersProperties; (vii) Review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by each property manager and aggregate these property budgets into NRE’s overall budget; (viii) Coordinate and manage relationships between NRE GSD and any joint venture co-venturers or partners; and (ixviii) Provide financial Negotiate and operational planning services service GSD’s debt facilities and investment portfolio management functionsother financings and negotiate on behalf of GSD with banks or other lenders for debt facilities to be made to GSD and its subsidiaries; provided, however, that any fees and costs payable to third parties incurred by Gyrodyne in connection with the foregoing shall be the responsibility of GSD.

Asset Management Services. (i) Real Estate and Related Services: (a) Investigate, select, select and, on behalf of NREthe Company, engage and conduct business with (including enter contracts with) such persons Persons as Asset Manager or its Affiliated Entities deem the Advisor deems EAST\139251319.2 necessary to the proper performance of its obligations hereunder or under the Affiliated Agreementsas set forth in this Agreement, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, trust companies, title companies, custodians, agents for collection, insurers, insurance agents, developers, construction companies, property managers Property Managers and any and all persons Persons acting in any other capacity deemed by Asset Manager or its Affiliated Entities the Advisor necessary or desirable for the performance of any of the foregoing services; (iib) Negotiate and service the Company’s and the Properties’ debt facilities and other financings; (c) Monitor applicable markets and obtain reports (which may be prepared by Asset Manager the Advisor or its Affiliated EntitiesAffiliates) where appropriate, concerning the value of the Real Estate Assets of NREProperties and other Permitted Investments; (iiid) Monitor and evaluate the performance of each asset of the Real Estate Assets Company and the Company’s overall portfolio of NREassets, provide daily management services to NRE the Company and perform and supervise the various management and operational functions related to NRE’s Real Estate Assetsthe Properties and other Permitted Investments; (ive) Formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of Real Estate Assets Properties and other Permitted Investments on an overall portfolio basis; (vf) Engage Consult with the Company’s officers and oversee the Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary with respect to investment and borrowing opportunities presented to the Board, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and with respect to any borrowings proposed to be undertaken by the Company; (g) Oversee the performance by the property managers Property Managers of their duties, including collection and proper deposits of rental payments and payment of property costs and Property expenses and maintenance; (vih) Conduct periodic on-site property visits to some or all (as Asset Manager or its Affiliated Entities deem the Advisor deems reasonably necessary) of the Real Estate Assets Properties to inspect the physical condition of the Real Estate Assets Properties and to evaluate the performance of the property managersProperty Managers; (viii) Review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by each property manager Property Manager and aggregate these property budgets into NREthe Company’s overall budget; (viiij) Coordinate and manage relationships between NRE the Company and any joint venture co-venturers or partners; andand EAST\139251319.2 (ixk) Provide financial Consult with the Company’s officers and operational planning services the Board and investment portfolio management functionsprovide assistance with the evaluation and approval of potential asset disposition, sale and refinancing opportunities that are presented to the Board.

Asset Management Services. (i) Real Estate and Related Services: (a) Investigate, select, select and, on behalf of NREthe Company, engage and conduct business with (including enter contracts with) such persons Persons as Asset Manager or its Affiliated Entities deem the Advisor deems necessary to the proper performance of its obligations hereunder or under the Affiliated Agreementsas set forth in this Agreement, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, trust companies, title companies, custodians, agents for collection, insurers, insurance agents, developers, construction companies, property managers Property Managers and any and all persons Persons acting in any other capacity deemed by Asset Manager or its Affiliated Entities the Advisor necessary or desirable for the performance of any of the foregoing services; (iib) Negotiate and service the Company’s and its Subsidiaries’ debt facilities and other financings; (c) Monitor applicable markets and obtain reports (which may be prepared by Asset Manager the Advisor or its Affiliated EntitiesAffiliates) where appropriate, concerning the value of investments of the Real Estate Assets of NRECompany and its Subsidiaries; (iiid) Monitor and evaluate the performance of each asset of the Real Estate Assets Company and its Subsidiaries and the Company’s and its Subsidiaries’ overall portfolio of NREassets, provide daily management services to NRE the Company and perform and supervise the various management and operational functions related to NREthe Company’s Real Estate Assetsand its Subsidiaries’ investments; (ive) Formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of Real Estate Assets Properties, Loans and other Permitted Investments on an overall portfolio basis; (vf) Engage Consult with the Company’s officers and oversee the Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary with respect to investment and borrowing opportunities presented to the Board, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and its Subsidiaries; (g) Oversee the performance by the property managers (1) Property Managers of their duties, including collection and proper deposits of rental payments and payment of property costs and Property expenses and maintenancemaintenance and (2) Loan Servicers of their duties, including collection and application of payments, restructurings, workouts, foreclosures and accounting for Loans; (vih) Conduct periodic on-site property visits to some or all (as Asset Manager or its Affiliated Entities deem the Advisor deems reasonably necessary) of the Real Estate Assets Properties to inspect the physical condition of the Real Estate Assets Properties and to evaluate the performance of the property managersProperty Managers; (viii) Review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by each property manager Property Manager and aggregate these property budgets into NREthe Company’s overall budget; (viiij) Coordinate and manage relationships between NRE the Company and its Subsidiaries, on the one hand, and any joint venture partnersJoint Venture partners on the other; and (ixk) Consult with the Company’s officers and the Board and provide assistance with the evaluation and approval of potential asset disposition, sale and refinancing opportunities that are presented to the Board. (ii) Accounting and Other Administrative Services: (a) Provide the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company and its Subsidiaries; (b) From time to time, or at any time reasonably requested by the Board, make reports to the Board on the Advisor’s performance of services to the Company and its Subsidiaries under this Agreement; (c) Make reports to the Conflicts Committee each quarter of the investments that have been made by other programs sponsored by the Advisor or any of its Affiliates, as well as any investments that have been made by the Advisor or any of its Affiliates directly; (d) Provide or arrange for any administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s and its Subsidiaries’ businesses and operations; (e) Provide financial and operational planning services; (f) Maintain accounting and other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required to prepare and to file all periodic financial reports, tax returns and any other information required to be filed with the SEC, the Internal Revenue Service and any other regulatory agency; (g) Maintain and preserve all appropriate books and records of the Company and its Subsidiaries; (h) Provide tax and compliance services and investment portfolio coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (i) Provide the Company and its Subsidiaries with all necessary cash management functionsservices; (j) Manage and coordinate with the transfer agent the periodic dividend process and payments to Stockholders; (k) Consult with the Company’s officers and the Board and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (l) Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto; (m) Perform all reporting, record keeping, internal controls and similar matters in a manner to allow the Company and its Subsidiaries to comply with applicable law, including federal and state securities laws and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and provide the Company’s officers and the Board with timely updates regarding the Company’s compliance with applicable law; (n) Notify the Board of all proposed material transactions before they are completed and get approval where necessary; and (o) Do all things necessary to assure its ability to render the services described in this Agreement.

Asset Management Services. The Advisor shall: (i) Investigate, select, and, on behalf of NREthe Company and the Operating Partnership, engage and conduct business with such persons Persons as Asset Manager or its Affiliated Entities deem the Advisor deems necessary to the proper performance of its obligations hereunder or under the Affiliated Agreementshereunder, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, trust companies, title companies, custodians, agents for collection, insurers, insurance agents, developers, construction companies, property managers Property Managers and any and all persons Persons acting in any other capacity deemed by Asset Manager or its Affiliated Entities the Advisor necessary or desirable for the performance of any of the foregoing services; (ii) Monitor applicable markets and obtain reports (which may be prepared by Asset Manager the Advisor or its Affiliated EntitiesAffiliates) where appropriate, concerning the value of Investments of the Real Estate Assets of NRECompany and the Operating Partnership; (iii) Monitor and evaluate the performance of Investments of the Real Estate Assets of NRECompany, provide daily management services to NRE the Company and perform and supervise the various management and operational functions related to NREthe Company’s Real Estate AssetsInvestments; (iv) Formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of Real Estate Assets Investments on an overall portfolio basis; (v) Engage and oversee Oversee the performance by the property managers Property Managers of their duties, including collection and proper deposits of rental payments and payment of property costs and Property expenses and maintenance; (vi) Conduct periodic on-site property visits to some or all (as Asset Manager or its Affiliated Entities deem the Advisor deems reasonably necessary) of the Real Estate Assets Properties to inspect the physical condition of the Real Estate Assets Properties and to evaluate the performance of the property managersProperty Managers; (vii) Review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by each property manager Property Manager and aggregate these property budgets into NREthe Company’s overall budget; (viii) Coordinate and manage relationships between NRE the Company, the Operating Partnership and any joint venture Joint Venture partners; and; (ix) Provide financial and operational planning services and investment portfolio management functions; (x) Assist the Board in the development, oversight, implementation and coordination of the Company’s NAV procedures; (xi) Provide information in connection with the Company’s Properties and Investments to the Independent Appraisers and other parties involved in determining the NAV and obtain market quotations or conduct fair valuation determinations concerning the value of Investments; and (xii) Monitor each Independent Appraiser’s valuation process to ensure that it complies with the Valuation Guidelines.

Asset Management Services. (i) Investigate, select, and, on behalf of NRE, engage and conduct business with such persons as Asset Manager or its Affiliated Entities deem necessary to the proper performance of its obligations hereunder or under the Affiliated Agreements, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, trust companies, title companies, custodians, agents for collection, insurers, insurance agents, developers, construction companies, property managers and any and all persons acting in any other capacity deemed by Asset Manager or its Affiliated Entities necessary or desirable for the performance of any of the foregoing services; ; (ii) Monitor applicable markets and obtain reports (which may be prepared by Asset Manager or its Affiliated Entities) where appropriate, concerning the value of the Real Estate Assets of NRE; ; (iii) Monitor and evaluate the performance of the Real Estate Assets of NRE, provide daily management services to NRE and perform and supervise the various management and operational functions related to NRE’s Real Estate Assets; ; (iv) Formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of Real Estate Assets on an overall portfolio basis; ; (v) Engage and oversee the performance by the property managers of their duties, including collection and proper deposits of rental payments and payment of property costs and expenses and maintenance; ; (vi) Conduct periodic on-site property visits to some or all (as Asset Manager or its Affiliated Entities deem reasonably necessary) of the Real Estate Assets to inspect the A-2 physical condition of the Real Estate Assets and to evaluate the performance of the property managers; ; (vii) Review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by each property manager and aggregate these property budgets into NRE’s overall budget; ; (viii) Coordinate and manage relationships between NRE and any joint venture partners; and and (ix) Provide financial and operational planning services and investment portfolio management functions. 3.