Common use of Accounting and Other Administrative Services Clause in Contracts

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; (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 business 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; (h) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (i) Provide the Company with all necessary cash management services; (j) Manage and coordinate with the transfer agent the 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) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx 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 to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

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; (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 business 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; (h) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (i) Provide the Company with all necessary cash management services; (j) Manage and coordinate with the transfer agent the monthly 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) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx 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 to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

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 CompanyCompany 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, 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 business 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 CompanyCompany and its Subsidiaries; (h) Provide tax and compliance services and 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 services; (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) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx 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; (nm) 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 Xxxxxxxx-Xxxxx Act of 2002, and provide the Company’s officers and the Board with timely updates regarding the Company’s compliance with applicable law; (on) Notify the Board of all proposed material transactions before they are completedcompleted and get approval where necessary; and (po) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. The Advisor shall: (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (bii) From time to 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; (ciii) Make reports to the Conflicts Committee each quarter Board, at least annually, of the investments allocation of Investments that have been made allocated by the Sponsor to the Company and any other programs advised, sponsored or organized by the Advisor Sponsor 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; (div) Coordinate with the Company’s independent 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 Agreement; (v) 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; (evi) Provide financial and operational planning servicesservices and portfolio management functions; (fvii) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service SEC and any other regulatory agency, including annual financial statements; (gviii) Maintain and preserve all appropriate books and records of the Company; (hix) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (ix) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company; (xi) Provide the Company with all necessary cash management services; (jxii) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholders; (kxiii) Consult with the Company’s officers of the Company and the Board Board, and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxiv) Provide the Company’s officers of the Company and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxv) Consult with the Company’s officers of the Company and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;; and (nxvi) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, law including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. The Advisor shall: (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (bii) From time to 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; (ciii) Make reports Coordinate with the Company’s independent accountants and auditors to prepare and deliver to the Conflicts Committee each quarter Company’s audit committee an annual report covering the Advisor’s compliance with certain material aspects 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 directlythis Agreement; (div) 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; (ev) Provide financial and operational planning servicesservices and portfolio management functions; (fvi) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service SEC and any other regulatory agency, including annual financial statements; (gvii) Maintain and preserve all appropriate books and records of the Company; (hviii) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (iix) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company; (x) Provide the Company with all necessary cash management services; (jxi) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholders; (kxii) Consult with the Company’s officers of the Company and the Board and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxiii) Provide the Company’s officers of the Company and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxiv) Consult with the Company’s officers of the Company and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;; and (nxv) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, law including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. To the extent the Advisor (acting in its fiduciary capacity) deems appropriate in light of the Company’s internalization of accounting services in connection with the Merger: (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 CompanyCompany 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, 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 business and its Subsidiaries’ businesses and operations; (ed) Provide financial and operational planning services; (fe) 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; (gf) Maintain and preserve all appropriate books and records of the CompanyCompany and its Subsidiaries; (hg) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (ih) Provide the Company and its Subsidiaries with all necessary cash management services; (ji) Manage and coordinate with the transfer agent the periodic dividend process and payments to Stockholders; (kj) 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, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mk) Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto; (nl) 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 Xxxxxxxx-Xxxxx Act of 2002, and provide the Company’s officers and the Board with timely updates regarding the Company’s compliance with applicable law; (om) Notify the Board of all proposed material transactions before they are completedcompleted and get approval where necessary; and (pn) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. The Advisor shall: (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (bii) From time to 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; (ciii) Make reports to the Conflicts Committee each quarter Board, at least annually, of the investments allocation of Investments that have been made allocated by NSAM to the Company and any other programs advised, sponsored or organized by the Advisor NSAM 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; (div) Coordinate with the Company’s independent 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 Agreement; (v) 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; (evi) Provide financial and operational planning servicesservices and portfolio management functions; (fvii) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service SEC and any other regulatory agency, including annual financial statements; (gviii) Maintain and preserve all appropriate books and records of the Company; (hix) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (ix) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company; (xi) Provide the Company with all necessary cash management services; (jxii) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholders; (kxiii) Consult with the Company’s officers of the Company and the Board Board, and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxiv) Provide the Company’s officers of the Company and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxv) Consult with the Company’s officers of the Company and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;; and (nxvi) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, law including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. The Advisor shall (aor shall retain other Persons to (but shall remain responsible to the Company)): (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; (bB) 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; (cC) Make reports to the Conflicts Committee Company 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; (dD) 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; (eE) Provide financial and operational planning services; (fF) 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; (gG) Maintain and preserve all appropriate books and records of the Company; (hH) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (iI) Provide the Company with all necessary cash management services; (jJ) Deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with Investments; (K) Manage and coordinate with the transfer agent the monthly dividend process and payments to Stockholders; (kL) 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; (lM) Consult with the Company’s officers and the Board and assist the Board in evaluating various liquidity events when appropriate; (N) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mO) Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto; (nP) 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 Xxxxxxxx-Xxxxx Act of 2002; (oQ) Notify the Board of all proposed material transactions before they are completed; and (pR) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (bii) From time to time-to-time, or at any time reasonably requested by the BoardDirectors, make reports to the Board Directors on the Advisor’s performance of services to the Company under this Agreement; (ciii) Make reports Coordinate with the Company’s independent accountants and auditors to prepare and deliver to the Conflicts Committee each quarter General Partner’s audit committee an annual report covering the Advisor’s compliance with certain material aspects 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 directlythis Advisory Agreement; (div) 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; (ev) Provide financial and operational planning servicesservices and portfolio management functions; (fvi) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed by the General Partner with the SEC, the Internal Revenue Service Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (gvii) Maintain and preserve all appropriate books and records of the Company; (hviii) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (iix) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company; (x) Provide the Company with all necessary cash management services; (jxi) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholdersstockholders; (kxii) Consult with the Company’s officers and Directors of the Board General Partner and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxiii) Provide the Company’s officers and Directors of the Board General Partner with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxiv) Consult with the Company’s officers and Directors of the General Partner and the Board of Directors relating to the corporate governance structure and appropriate policies and procedures related thereto;; and (nxv) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company General Partner to comply with applicable law, law including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this AgreementAct.

Accounting and Other Administrative Services. The Administrative Manager shall, either directly or by engaging its officers, Affiliates, agents or third parties, perform the following duties for the Company and each Series: (ai) Provide other than related to the management of the Series Assets and the services described in 5.02(a), manage and perform the various administrative functions necessary for the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Companyoperations; (bii) 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 provide or arrange for any administrative services and itemsservices, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations, including for the Series Asset and the services described in 5.02 (a) if requested by the Asset Manager; (eiii) Provide financial coordinate the adoption, amendment and operational planning servicesrepeal of the Allocation Policy subject to the approval of the Managing Member; (fiv) Maintain if there are multiple Asset Managers, on a Company wide basis, maintain accounting data and any 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 reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service SEC and any other regulatory agency, including annual financial statements; (gv) Maintain arrange for auditors and preserve oversee the audit process on the accounting data and any other information concerning the activities as shall be required to prepare and file all periodic financial reports and returns required to be filed with the SEC and any other regulatory agency, including annual financial statements of the Company; other than provided for in 5.02(a), maintain all appropriate books and records including accounting for the assets of the CompanyCompany and each of the Series separately; (hvi) Provide make, change, and revoke such tax and compliance services and coordinate with appropriate third parties, including elections as the Company’s independent auditors and other consultants, on related tax mattersManaging Member deems appropriate; (ivii) Provide other than provided for in 5.02(a), supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations or the Company with or any Series; (viii) except as required to perform the tasks in section 5.02(a), provide all necessary cash management services, and as required, provide such services on a segregated basis for each Series; (jix) Manage manage and coordinate with the transfer agent Transfer Agent (if any) the dividend process of making distributions and payments to StockholdersMembers; (kx) Consult with the Company’s officers evaluate and the Board and assist the Board in evaluating and obtaining obtain adequate insurance coverage for the Company based upon risk management determinations, however, coverage for the Series Assets will be coordinated by the Asset Manager; (lxi) Provide the Company’s officers and the Board with other than provided for in 5.02(a), provide timely updates related to the overall regulatory environment affecting the Companyenvironment, as well as managing compliance with such regulatory matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxii) Consult with the Company’s officers and the Board relating to evaluate the corporate governance structure and appropriate policies and procedures related thereto;, including the creation of new Series and the election and removal of Officers of the Company or associated with any Series, for approval by the Managing Member; and (nxiii) Perform oversee 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 Xxxxxxxxrequirements of Under Section 18-Xxxxx Act 215 of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this AgreementLLC Act.

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; (bi) 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 the Operating Partnership under this Agreement; (cii) Make reports to the Conflicts Committee Independent Directors 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 in each case to the Company’s business 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 extent such investments constitute a conflict 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 interest or a potential conflict of interest with the SEC, the Internal Revenue Service investment policies and any other regulatory agency; (g) Maintain and preserve all appropriate books and records objectives of the Company; (h) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (i) Provide the Company with all necessary cash management services; (jiii) Manage and coordinate with the transfer agent the dividend monthly distributions process and payments to Stockholders; (kiv) 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; (lv) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002; (mvi) Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto; (nvii) 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 XxxxxxxxSxxxxxxx-Xxxxx Act of 2002; (oviii) Notify Notwithstanding the Board of all proposed material transactions before they are completed; and (p) Do all things necessary foregoing or anything else that may be to assure its ability to render the services described contrary in this Agreement, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or its Affiliate remains responsible for the performance of the duties set forth in this Section 4.

Accounting and Other Administrative Services. The Advisor shall (aor shall retain other Persons to): (i) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (bii) From time to time-to-time, or at any time reasonably requested by the BoardManagers, make reports to the Board Managers on the Advisor’s performance of services to the Company under this Agreement; (ciii) Make reports Coordinate with the Company’s independent accountants and auditors to prepare and deliver to the Conflicts Committee each quarter Company’s audit committee an annual report covering the Advisor’s compliance with certain material aspects 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 directlythis Agreement; (div) 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; (ev) Provide financial and operational planning services; (fvi) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed by the Company with the SEC, the Internal Revenue Service Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (gvii) Maintain and preserve all appropriate books and records of the Company; (hviii) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (iix) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company; (x) Provide the Company with all necessary cash management services; (jxi) Manage and coordinate with the transfer agent regarding the dividend distribution process and payments to StockholdersMembers; (kxii) Consult with the Company’s officers and Managers of the Board Company and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxiii) Assist in the administration of distribution reinvestment plans, transfers, redemptions, and all exception requests; (xiv) Provide the Company’s officers and the Board Managers with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxv) Consult with the Company’s officers and the Board of Managers relating to the corporate governance structure and appropriate policies and procedures related thereto;; and (nxvi) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, law including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this AgreementAct.

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; (bi) 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 the Operating Partnership under this Agreement; (cii) Make reports to the Conflicts Committee Independent Directors 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 in each case to the Company’s business 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 extent such investments constitute a conflict 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 interest or a potential conflict of interest with the SEC, the Internal Revenue Service investment policies and any other regulatory agency; (g) Maintain and preserve all appropriate books and records objectives of the Company; (h) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (i) Provide the Company with all necessary cash management services; (jiii) Manage and coordinate with the transfer agent the dividend monthly distributions process and payments to Stockholders; (kiv) 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; (lv) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mvi) Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto; (nvii) 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 Xxxxxxxx-Xxxxx Act of 2002; (oviii) Notify Notwithstanding the Board of all proposed material transactions before they are completed; and (p) Do all things necessary foregoing or anything else that may be to assure its ability to render the services described contrary in this Agreement, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or its Affiliate remains responsible for the performance of the duties set forth in this Section 4.

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; (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, 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 business 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; (h) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (i) Provide the Company with all necessary cash management services; (j) Manage and coordinate with the transfer agent the 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) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx 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 to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. The Advisor shall: (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (bii) From time to 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; (ciii) Make reports to the Conflicts Committee each quarter Board, at least annually, of the investments Investments that have been made purchased by other programs sponsored by the Advisor or any of NorthStar and 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; (div) 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 Agreement; (v) 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; (evi) Provide financial and operational planning servicesservices and portfolio management functions; (fvii) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service SEC and any other regulatory agency, including annual financial statements; (gviii) Maintain and preserve all appropriate books and records of the Company; (hix) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (ix) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company; (xi) Provide the Company with all necessary cash management services; (jxii) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholders; (kxiii) Consult with the Company’s officers of the Company and the Board and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxiv) Provide the Company’s officers of the Company and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxv) Consult with the Company’s officers of the Company and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;; and (nxvi) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, law including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. The Administrative Manager shall, either directly or by engaging its officers, Affiliates, agents or third parties, perform the following duties for the Company and each Series: (ai) Provide other than related to the management of the Series Assets and the services described in 5.02(a), manage and perform the various administrative functions necessary for the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Companyoperations; (bii) 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 provide or arrange for any administrative services and itemsservices, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations, including for the Series Asset and the services described in 5.02 (a) if requested by the Asset Manager; (eiii) Provide financial coordinate the adoption, amendment and operational planning servicesrepeal of the Allocation Policy subject to the approval of the Managing Member; (fiv) Maintain if there are multiple Asset Managers, on a Company wide basis, maintain accounting data and any 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 reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service SEC and any other regulatory agency, including annual financial statements; (gv) Maintain arrange for auditors and preserve oversee the audit process on the accounting data and any other information concerning the activities as shall be required to prepare and file all periodic financial reports and returns required to be filed with the SEC and any other regulatory agency, including annual financial statements; other than provided for in 5.02(a), maintain all appropriate books and records including accounting for the assets of the CompanyCompany and each of the Series separately; (hvi) Provide make, change, and revoke such tax and compliance services and coordinate with appropriate third parties, including elections as the Company’s independent auditors and other consultants, on related tax mattersManaging Member deems appropriate; (ivii) Provide other than provided for in 5.02(a), supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations or the Company with or any Series; (viii) except as required to perform the tasks in section 5.02(a), provide all necessary cash management services, and as required, provide such services on a segregated basis for each Series; (jix) Manage manage and coordinate with the transfer agent Transfer Agent (if any) the dividend process of making distributions and payments to StockholdersMembers; (kx) Consult with the Company’s officers evaluate and the Board and assist the Board in evaluating and obtaining obtain adequate insurance coverage for the Company based upon risk management determinations, however, coverage for the Series Assets will be coordinated by the Asset Manager; (lxi) Provide the Company’s officers and the Board with other than provided for in 5.02(a), provide timely updates related to the overall regulatory environment affecting the Companyenvironment, as well as managing compliance with such regulatory matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxii) Consult with the Company’s officers and the Board relating to evaluate the corporate governance structure and appropriate policies and procedures related thereto;, including the creation of new Series and the election and removal of Officers of the Company or associated with any Series, for approval by the Managing Member; and (nxiii) Perform oversee 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 Xxxxxxxxrequirements of Under Section 18-Xxxxx Act 215 of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this AgreementLLC Act.

Accounting and Other Administrative Services. The Adviser shall: (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (bii) From time to time-to-time, or at any time reasonably requested by the Board, make reports to the Board on the AdvisorAdviser’s performance of services to the Company under this Agreement; (ciii) Make reports Coordinate with the Company’s independent auditors to prepare and deliver to the Conflicts Committee each quarter Company’s audit committee an annual report covering the Adviser’s compliance with certain material aspects 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 directlythis Agreement; (div) Calculate, at the end of each Business Day, the NAV of the Shares in accordance with the Valuation Guidelines, and in connection therewith, obtain appraisals performed by independent valuation firms, as needed; (v) Monitor the Investments for events that may be expected to have a material impact on the most recent estimated values and report such events in accordance with the Valuation Guidelines; (vi) Otherwise perform all services related to the calculation of NAV required pursuant to the Valuation Guidelines; (vii) 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; (eviii) Provide financial and operational planning servicesservices and portfolio management functions; (fix) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC and any other regulatory agency, including annual financial statements; (x) Prepare, on behalf of the Company, and supervise the filing of all reports required by the SEC, the Internal Revenue Service and any Service, other regulatory agencystate or federal governmental agencies or other Company vendors; (gxi) Maintain and preserve all appropriate books and records of the Company; (hxii) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (ixiii) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company; (xiv) Provide the Company with all necessary cash management services; (jxv) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholders; (kxvi) Consult with the Company’s officers of the Company and the Board Board, and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxvii) Provide the Company’s officers of the Company and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxviii) Consult with the Company’s officers of the Company and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;; and (nxix) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, law including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (oxx) Notify Manage legal matters involving the Board Company’s Investments and the Company will pay the expenses of all proposed material transactions before they are completedany litigation; (xxi) Advise the Company regarding the maintenance of the Company’s exemption from the Investment Company Act of 1940 and monitor compliance of the requirements for maintaining an exemption from such act; and (pxxii) Do all things necessary to assure Advise the Company regarding its ability to render elect REIT status, and thereafter maintenance of such status, and monitor compliance with the services described in this AgreementREIT qualification tests under the Code.

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 CompanyCompany 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 Independent Directors each quarter of the investments that have been made by 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, including KBS Realty Advisors LLC, 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 well as any investments that have been made approved by the Advisor or any of its Affiliates directlyBoard; (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 business and its Subsidiaries’ businesses and operations; (e) Provide financial and operational planning services; (f) Calculate NAV and NAV per share as requested by the Board, and in connection therewith, supervise any independent valuation experts engaged by the Company with the approval 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; (gh) Maintain and preserve all appropriate books and records of the CompanyCompany and its Subsidiaries; (hi) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (ij) Provide the Company and its Subsidiaries with all necessary cash management services; (jk) Manage and coordinate with the transfer agent the dividend periodic Distribution process and payments to Stockholders; (kl) 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, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx 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 its Subsidiaries to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx 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 completedcompleted and get approval where necessary; and (pq) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. The Advisor shall: (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (bii) From time to 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; (ciii) Make reports to the Conflicts Committee each quarter Board, at least annually, of the investments Investments that have been made purchased by other programs sponsored by the Advisor or any of NorthStar and 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; (div) Coordinate with the Company’s independent 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 Agreement; (v) 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; (evi) Provide financial and operational planning servicesservices and portfolio management functions; (fvii) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service SEC and any other regulatory agency, including annual financial statements; (gviii) Maintain and preserve all appropriate books and records of the Company; (hix) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (ix) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company; (xi) Provide the Company with all necessary cash management services; (jxii) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholders; (kxiii) Consult with the Company’s officers of the Company and the Board and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxiv) Provide the Company’s officers of the Company and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxv) Consult with the Company’s officers of the Company and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;; and (nxvi) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, law including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. The Advisor shall: (ai) Provide manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (bii) From time to 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; (ciii) Make reports coordinate with the Company’s independent accountants and auditors to prepare and deliver to the Conflicts Committee each quarter Board’s audit committee an annual report covering the Advisor’s compliance with certain material aspects 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 directlythis Agreement; (div) Provide 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; (ev) Provide financial maintain accounting data and operational planning services; (f) Maintain accounting and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required needed to prepare and to file all periodic financial reports, tax returns reports and any other information returns required to be filed with the SEC, the Internal Revenue Service SEC and any other regulatory agency, including annual financial statements, as applicable; (gvi) Maintain and preserve maintain all appropriate books and records of the Company; (hvii) Provide oversee tax and compliance services and risk management services and coordinate with appropriate third partiesparties engaged by the Company, including the Company’s independent auditors accountants and other consultants, on related tax matters; (iviii) Provide supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company; (ix) provide the Company with all necessary cash management services; (jx) Manage manage and coordinate with the transfer agent the dividend Distribution process and payments to Stockholders; (kxi) Consult at any time reasonably requested by the Board, consult with the Company’s officers and the Board and assist the Board in evaluating and obtaining adequate property insurance coverage based upon risk management determinations; (lxii) Provide provide the Company’s officers of the Company and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxiii) Consult consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate the policies and procedures related thereto;; and (nxiv) Perform oversee 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 but not limited to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management operations of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyNRF; (bii) From time to time-to-time, or at any time reasonably requested by the BoardBoard of Directors, make reports to the Board of Directors on the AdvisorAsset Manager’s performance of services Services to NRF under the Agreement; (iii) Make reports to the Company under Board of Directors, at least annually, of the Real Estate Assets that have been purchased by NRF; (iv) Coordinate with NRF’s independent auditors to prepare and deliver to NRF’s audit committee an annual report covering Asset Manager’s compliance with certain material aspects of 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; (dv) Provide or arrange for any administrative services and items, legal and other services, office space, office furnishingsfurnishings and equipment, technology, insurance, human resources, payroll, benefits and other personnel and other overhead items necessary and incidental to the CompanyNRF’s business and operations; (evi) Provide financial and operational planning servicesservices and portfolio management functions; (fvii) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company NRF as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service SEC and any other regulatory agency, including annual financial statements; (gviii) Maintain and preserve all appropriate books and records of the CompanyNRF and its subsidiaries in accordance with U.S. GAAP; (hix) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (ix) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of NRF; (xi) Provide the Company NRF with all necessary cash management servicesservices for NRF, its subsidiaries and for their properties; (jxii) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholdersstockholders; (kxiii) Consult with the Company’s officers of NRF and the Board of Directors, and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxiv) Provide the Company’s officers and of NRF and, the Board of Directors, with timely updates related to the overall regulatory environment affecting the CompanyNRF, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxv) Consult with the Company’s officers of NRF and the Board of Directors relating to the corporate governance structure and appropriate policies and procedures related thereto; (nxvi) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company NRF to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (pxvii) Do all things necessary Prepare annual overall operating budgets for NRF, which shall be submitted to assure the Board of Directors for its ability to render the services described in this Agreementapproval.

Accounting and Other Administrative Services. The Advisor shall: (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (bii) From time to 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; (ciii) Make reports Coordinate with the Company’s independent accountants and auditors to prepare and deliver to the Conflicts Committee each quarter Company’s audit committee an annual report covering the Advisor’s compliance with certain material aspects 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 directlythis Agreement; (div) Provide or arrange for any administrative services and itemsservices, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations; (ev) Provide financial and operational planning servicesservices and portfolio management functions; (fvi) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service SEC and any other regulatory agency, including annual financial statements; (gvii) Maintain and preserve all appropriate books and records of the Company; (h) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (iviii) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company; (ix) Provide the Company with all necessary cash management services; (jx) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholders; (kxi) Consult with the Company’s officers of the Company and the Board and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxii) Provide the Company’s officers of the Company and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxiii) Consult with the Company’s officers of the Company and the Board relating to the Company’s corporate governance structure and appropriate policies and procedures related thereto;; and (nxiv) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, law including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management operations of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyNRE; (bii) From time to time-to-time, or at any time reasonably requested by the BoardBoard of Directors, make reports to the Board of Directors on the AdvisorAsset Manager’s performance of services Services to NRE under the Agreement; (iii) Make reports to the Company under Board of Directors, at least annually, of the Real Estate Assets that have been purchased by NRE; (iv) Coordinate with NRE’s independent auditors to prepare and deliver to NRE’s audit committee an annual report covering Asset Manager’s compliance with certain material aspects of 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; (dv) Provide or arrange for any administrative services and items, legal and other services, office space, office furnishingsfurnishings and equipment, technology, insurance, human resources, payroll, benefits and other personnel and other overhead items necessary and incidental to the CompanyNRE’s business and operations; (evi) Provide financial and operational planning servicesservices and portfolio management functions; (fvii) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company NRE as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service SEC and any other regulatory agency, including annual financial statements; (gviii) Maintain and preserve all appropriate books and records of the CompanyNRE and its subsidiaries in accordance with U.S. GAAP; (hix) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (ix) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of NRE; (xi) Provide the Company NRE with all necessary cash management servicesservices for NRE, its subsidiaries and for their properties; (jxii) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholdersstockholders; (kxiii) Consult with the Company’s officers of NRE and the Board of Directors, and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxiv) Provide the Company’s officers of NRE and the Board of Directors with timely updates related to the overall regulatory environment affecting the CompanyNRE, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxv) Consult with the Company’s officers of NRE and the Board of Directors relating to the corporate governance structure and appropriate policies and procedures related thereto; (nxvi) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company NRE to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (pxvii) Do all things necessary Prepare annual overall operating budgets for NRE, which shall be submitted to assure the Board of Directors for its ability to render the services described in this Agreementapproval.

Accounting and Other Administrative Services. The Manager shall: (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management operations of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the CompanysxXXXX Entities; (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; (dii) 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 sxXXXX Entities’ business and operations; (eiii) Provide financial and operational planning servicesservices and portfolio management functions; (fiv) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company sxXXXX Entities as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service SEC and any other regulatory agency, including annual financial statements; (gv) Maintain and preserve all appropriate books and records of the CompanysxXXXX Entities; (hvi) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (ivii) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the sxXXXX Entities; (viii) Provide the Company sxXXXX Entities with all necessary cash management services; (jix) Manage and coordinate with the transfer agent the dividend Distribution process and payments to StockholdersSecurityholders; (kx) Consult with the Company’s officers Evaluate and the Board and assist the Board in evaluating and obtaining obtain adequate insurance coverage based upon risk management determinations; (lxi) Provide the Company’s officers of the Company and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxii) Consult with Evaluate the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;; and (nxiii) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company sxXXXX Entities to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. The Adviser shall: (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (bii) From time to time-to-time, or at any time reasonably requested by the Board, make reports to the Board on the AdvisorAdviser’s performance of services to the Company under this Agreement; (ciii) Make reports Coordinate with the Company’s independent auditors to prepare and deliver to the Conflicts Committee each quarter Company’s audit committee an annual report covering the Adviser’s compliance with certain material aspects 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 directlythis Agreement; (div) Calculate, at the end of each month, the NAV of the Shares in accordance with the Valuation Guidelines, and in connection therewith, obtain appraisals performed by independent valuation firms, as needed; (v) Monitor the Investments for events that may be expected to have a material impact on the most recent estimated values and report such events in accordance with the Valuation Guidelines; (vi) Otherwise perform all services related to the calculation of NAV required pursuant to the Valuation Guidelines; (vii) 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; (eviii) Provide financial and operational planning servicesservices and portfolio management functions; (fix) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC and any other regulatory agency, including annual financial statements; (x) Prepare, on behalf of the Company, and supervise the filing of all reports required by the SEC, the Internal Revenue Service and any Service, other regulatory agencystate or federal governmental agencies or other Company vendors; (gxi) Maintain and preserve all appropriate books and records of the Company; (hxii) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (ixiii) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company; (xiv) Provide the Company with all necessary cash management services; (jxv) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholders; (kxvi) Consult with the Company’s officers of the Company and the Board Board, and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxvii) Provide the Company’s officers of the Company and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxviii) Consult with the Company’s officers of the Company and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;; and (nxix) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, law including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (oxx) Notify Manage legal matters involving the Board Company’s Investments and the Company will pay the expenses of all proposed material transactions before they are completedany litigation; (xxi) Advise the Company regarding the maintenance of the Company’s exemption from the Investment Company Act of 1940 and monitor compliance of the requirements for maintaining an exemption from such act; and (pxxii) Do all things necessary to assure Advise the Company regarding its ability to render elect REIT status, and thereafter maintenance of such status, and monitor compliance with the services described in this AgreementREIT qualification tests under the Code.

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 CompanyCompany 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, 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 business 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 CompanyCompany and its Subsidiaries; (h) Provide tax and compliance services and 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 services; (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) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx 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; (nm) 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 XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, and provide the Company’s officers and the Board with timely updates regarding the Company’s compliance with applicable law; (on) Notify the Board of all proposed material transactions before they are completedcompleted and get approval where necessary; and (po) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. The Advisor shall: (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (bii) From time to 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; (ciii) Make reports Coordinate with the Company’s independent accountants and auditors to prepare and deliver to the Conflicts Committee each quarter Company’s audit committee an annual report covering the Advisor’s compliance with certain material aspects 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 directlythis Agreement; (div) Provide or arrange for any administrative services and itemsservices, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations; (ev) Provide financial and operational planning servicesservices and portfolio management functions; (fvi) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service SEC and any other regulatory agency, including annual financial statements; (gvii) Maintain and preserve all appropriate books and records of the Company; (h) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (iviii) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company; (ix) Provide the Company with all necessary cash management services; (jx) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholders; (kxi) Consult with the Company’s officers of the Company and the Board and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxii) Provide the Company’s officers of the Company and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxiii) Consult with the Company’s officers of the Company and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;; and (nxiv) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, law including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. The Advisor shall (aor shall retain other Persons to (but shall remain responsible to the Company)): (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; (bB) 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; (cC) Make reports to the Conflicts Committee Company 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; (dD) 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; (eE) Provide financial and operational planning services; (fF) 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; (gG) Maintain and preserve all appropriate books and records of the Company; (hH) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (iI) Provide the Company with all necessary cash management services; (jJ) Deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with Investments; (K) Manage and coordinate with the transfer agent the monthly dividend process and payments to Stockholders; (kL) 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; (lM) Consult with the Company’s officers and the Board and assist the Board in evaluating various liquidity events when appropriate; (N) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002; (mO) Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto; (nP) 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 XxxxxxxxSxxxxxxx-Xxxxx Act of 2002; (oQ) Notify the Board of all proposed material transactions before they are completed; and (pR) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. The Advisor shall: (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (bii) From time to 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; (ciii) Make reports Coordinate with the Company’s independent accountants and auditors to prepare and deliver to the Conflicts Committee each quarter Company’s audit committee an annual report covering the Advisor’s compliance with certain material aspects 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 directlythis Agreement; (div) 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; (ev) Provide financial and operational planning servicesservices and portfolio management functions; (fvi) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service SEC and any other regulatory agency, including annual financial statements; (gvii) Maintain and preserve all appropriate books and records of the Company; (hviii) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (iix) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company; (x) Provide the Company with all necessary cash management services; (jxi) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholders; (kxii) Consult with the Company’s officers of the Company and the Board and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxiii) Provide the Company’s officers of the Company and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxiv) Consult with the Company’s officers of the Company and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;; and (nxv) Perform Oversee 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 Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management operations of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyNRF; (bii) From time to time-to-time, or at any time reasonably requested by the BoardBoard of Directors, make reports to the Board of Directors on the AdvisorAsset Manager’s performance of services Services to NRF under the Agreement; (iii) Make reports to the Company under Board of Directors, at least annually, of the Real Estate Assets that have been purchased by NRF; (iv) Coordinate with NRF’s independent auditors to prepare and deliver to NRF’s audit committee an annual report covering Asset Manager’s compliance with certain material aspects of 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; (dv) Provide or arrange for any administrative services and items, legal and other services, office space, office furnishingsfurnishings and equipment, technology, insurance, human resources, payroll, benefits and other personnel and other overhead items necessary and incidental to the CompanyNRF’s business and operations; (evi) Provide financial and operational planning servicesservices and portfolio management functions; (fvii) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company NRF as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service SEC and any other regulatory agency, including annual financial statements; (gviii) Maintain and preserve all appropriate books and records of the CompanyNRF and its subsidiaries in accordance with U.S. GAAP; (hix) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (ix) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of NRF; (xi) Provide the Company NRF with all necessary cash management servicesservices for NRF, its subsidiaries and for their properties; (jxii) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholdersstockholders; (kxiii) Consult with the Company’s officers of NRF and the Board of Directors, and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxiv) Provide the Company’s officers of NRF and the Board of Directors with timely updates related to the overall regulatory environment affecting the CompanyNRF, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxv) Consult with the Company’s officers of NRF and the Board of Directors relating to the corporate governance structure and appropriate policies and procedures related thereto; (nxvi) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company NRF to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (pxvii) Do all things necessary Prepare annual overall operating budgets for NRF, which shall be submitted to assure the Board of Directors for its ability to render the services described in this Agreementapproval.

Accounting and Other Administrative Services. (a1) 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; (b2) 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; (c3) 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; (d4) 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; (e5) Provide financial and operational planning services; (f6) Maintain accounting and other record-keeping functions at the Company level and the 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; (g7) Maintain and preserve all appropriate books and records of the Company; (h) 8) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (i9) Provide the Company with all necessary cash management services; (j10) Manage and coordinate with the transfer agent the monthly payments of deferred selling commissions to broker-dealers participating in the Offering; (11) Manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (k12) Consult with the Company’s officers and Board of Directors of the Board Company and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (l13) Provide the Company’s officers and Board of Directors of the Board Company with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002Act; (m14) Consult with the Company’s officers and Board of Directors of the Board Company relating to the corporate governance structure and appropriate policies and procedures related thereto; (n15) 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 Xxxxxxxx-Xxxxx Act of 2002Act; (o16) Notify the Board of Directors of all proposed material transactions before they are completed; and (p17) Do all things necessary to assure its ability to render the services described in this Agreement.

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 CompanyCompany 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, 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 business and its Subsidiaries’ businesses and operations; (ed) Provide financial and operational planning services; (fe) 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; (gf) Maintain and preserve all appropriate books and records of the CompanyCompany and its Subsidiaries; (hg) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (ih) Provide the Company and its Subsidiaries with all necessary cash management services; (ji) Manage and coordinate with the transfer agent the periodic dividend process and payments to Stockholders; (kj) 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, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mk) Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto; (nl) 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 Xxxxxxxx-Xxxxx Act of 2002, and provide the Company’s officers and the Board with timely updates regarding the Company’s compliance with applicable law; (om) Notify the Board of all proposed material transactions before they are completedcompleted and get approval where necessary; and (pn) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management operations of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyNRE; (bii) From time to time-to-time, or at any time reasonably requested by the BoardBoard of Directors, make reports to the Board of Directors on the AdvisorAsset Manager’s performance of services Services to NRE under the Agreement; (iii) Make reports to the Company under Board of Directors, at least annually, of the Real Estate Assets that have been purchased by NRE; (iv) Coordinate with NRE’s independent auditors to prepare and deliver to NRE’s audit committee an annual report covering Asset Manager’s compliance with certain material aspects of 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; (dv) Provide or arrange for any administrative services and items, legal and other services, office space, office furnishingsfurnishings and equipment, technology, insurance, human resources, payroll, benefits and other personnel and other overhead items necessary and incidental to the CompanyNRE’s business and operations; (evi) Provide financial and operational planning servicesservices and portfolio management functions; (fvii) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company NRE as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service SEC and any other regulatory agency, including annual financial statements; (gviii) Maintain and preserve all appropriate books and records of the CompanyNRE and its subsidiaries in accordance with GAAP; (hix) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (ix) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of NRE; (xi) Provide the Company NRE with all necessary cash management servicesservices for NRE, its subsidiaries and for their properties; (jxii) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholdersstockholders; (kxiii) Consult with the Company’s officers of NRE and the Board of Directors, and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxiv) Provide the Company’s officers of NRE and the Board of Directors with timely updates related to the overall regulatory environment affecting the CompanyNRE, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxv) Consult with the Company’s officers of NRE and the Board of Directors relating to the corporate governance structure and appropriate policies and procedures related thereto; (nxvi) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company NRE to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (pxvii) Do all things necessary Prepare annual overall operating budgets for NRE, which shall be submitted to assure the Board of Directors for its ability to render the services described in this Agreementapproval.

Accounting and Other Administrative Services. (ai) Provide the day-to-day management of the Company and perform and supervise or supervise, as appropriate, the various administrative functions reasonably necessary for the management of the Company; (bii) 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; (ciii) Make reports to the Conflicts Committee Company 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, in each case to the extent such investments constitute a conflict of interest or a potential conflict of interest with the investment policies and objectives of the Company; (div) 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; (ev) Provide financial and operational planning services; (fvi) 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; (gvii) Maintain and preserve all appropriate books and records of the Company; (hviii) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (iix) Provide the Company with all necessary cash management services; (jx) Deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with Investments; (xi) Manage and coordinate with the transfer agent the monthly dividend process and payments to Stockholders; (kxii) 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; (lxiii) Consult with the Company’s officers and the Board and assist the Board in evaluating various liquidity events when appropriate; (xiv) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002; (mxv) Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto; (nxvi) 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 XxxxxxxxSxxxxxxx-Xxxxx Act of 2002; (oxvii) Notify the Board of all proposed material transactions before they are completed; and (pxviii) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. (a) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (b) From time to time-to-time, or at any time reasonably requested by the BoardDirectors, make reports to the Board Directors on the Advisor’s 's performance and completion of services to the Company under this AgreementServices; (c) Make reports Coordinate with the Company's independent accountants and auditors to prepare and deliver to the Conflicts Committee each quarter Company's audit committee an annual report covering the Advisor's compliance with certain material aspects 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 directlythis Agreement; (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 's business and operations; (e) Provide financial and operational planning services; (f) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information requested concerning the activities of the Company as shall be required to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (gf) Maintain and preserve all appropriate books and records of the Company; (hg) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (h) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Assets; (i) Provide the Company with all necessary cash management services; (j) Manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (k) [Consult with the Company’s officers and Directors of the Board General Partner and assist the Board Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations;] (l) Provide the Company’s officers and the Board of Directors with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002; (m) Consult with the Company’s officers and the Board witx xxx Xxxxx xx Directors relating to the corporate governance structure and appropriate policies and procedures related thereto; (n) Consult with, and assist, the Board of Directors in the formulation and implementation of the Company's investment objectives and criteria, and, as necessary, furnish the Board of Directors with advice and recommendation with respect to the making of investments consistent with the investment objectives and criteria of the Company and in connection with any borrowings proposed to be undertaken by the Company; (o) Communicate on behalf of the Company with Stockholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Stockholders and third parties and otherwise as requested by the Company; (p) Perform all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, law including federal and state securities laws and the XxxxxxxxSarbanes-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completedOxley Act; and (pq) Do all things necessary to assure its nxxxxxxxx xx xxsure the Advisor's ability to render the Services. (r) Perform such other services described as may be required from time to time for management and other activities relating to the Assets as the Advisor shall deem advisable under the particular circumstances; and (s) Deliver to or maintain on behalf of the Company copies of all appraisals obtained in this Agreementconnection with investments in Acquired Properties.

Accounting and Other Administrative Services. (ai) Provide the day-to-day management of the Company and perform and supervise or supervise, as appropriate, the various administrative functions reasonably necessary for the management of the Company; (bii) 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; (ciii) Make reports to the Conflicts Committee Company 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, in each case to the extent such investments constitute a conflict of interest or a potential conflict of interest with the investment policies and objectives of the Company; (div) 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; (ev) Provide financial and operational planning services; (fvi) 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; (gvii) Maintain and preserve all appropriate books and records of the Company; (hviii) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (iix) Provide the Company with all necessary cash management services; (jx) Deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with Investments; (xi) Manage and coordinate with the transfer agent the monthly dividend process and payments to Stockholders; (kxii) 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; (lxiii) Consult with the Company’s officers and the Board and assist the Board in evaluating various liquidity events when appropriate; (xiv) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxv) Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto; (nxvi) 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 Xxxxxxxx-Xxxxx Act of 2002; (oxvii) Notify the Board of all proposed material transactions before they are completed; and (pxviii) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. The Advisor shall: (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (bii) From time to 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; (ciii) Make reports to the Conflicts Committee each quarter Board, at least annually, of the investments allocation of Investments that have been made allocated by NSAM to the Company and any other programs advised, sponsored or organized by the Advisor NSAM 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; (div) 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 Agreement; (v) 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; (evi) Provide financial and operational planning servicesservices and portfolio management functions; (fvii) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service SEC and any other regulatory agency, including annual financial statements; (gviii) Maintain and preserve all appropriate books and records of the Company; (hix) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (ix) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company; (xi) Provide the Company with all necessary cash management services; (jxii) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholders; (kxiii) Consult with the Company’s officers of the Company and the Board and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxiv) Provide the Company’s officers of the Company and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxv) Consult with the Company’s officers of the Company and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;; and (nxvi) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, law including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

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; (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 business 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; (h) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (i) Provide the Company with all necessary cash management services; (j) Manage and coordinate with the transfer agent the quarterly 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) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx 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 to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management operations of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyOperating Partnership; (bii) From time to time-to-time, or at any time reasonably requested by the BoardDirectors, make reports to the Board Directors on the Advisor’s performance of services to the Company and the Operating Partnership under this Agreement; (ciii) Make reports Coordinate with the Company’s independent accountants and auditors to prepare and deliver to the Conflicts Committee each quarter Company’s audit committee an annual report covering the Advisor’s compliance with certain material aspects 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 directlythis Advisory Agreement; (div) 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; (ev) Provide financial and operational planning servicesservices and portfolio management functions; (fvi) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company and the Operating Partnership as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed by the Company with the SEC, the Internal Revenue Service Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (gvii) Maintain and preserve all appropriate books and records of the CompanyCompany and the Operating Partnership; (hviii) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (iix) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company and the Operating Partnership; (x) Provide the Company and the Operating Partnership with all necessary cash management services; (jxi) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholdersstockholders; (kxii) Consult with the Company’s officers and Directors of the Board Company and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxiii) Provide the Company’s officers and Directors of the Board Company with timely updates related to the overall regulatory environment affecting the CompanyCompany and the Operating Partnership, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxiv) Consult with the Company’s officers and Directors of the Company and the Board of Directors relating to the corporate governance structure and appropriate policies and procedures related thereto;; and (nxv) Perform Oversee 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 Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. (a) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (b) From time to time-to-time, or at any time reasonably requested by the BoardDirectors, make reports to the Board Directors on the Advisor’s 's performance of services to the Company under this Agreement; (c) Make reports Coordinate with the Company's independent accountants and auditors to prepare and deliver to the Conflicts Committee each quarter General Partner's audit committee an annual report covering the Advisor's compliance with certain material aspects 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 directlythis Advisory Agreement; (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 's business and operations; (e) Provide financial and operational planning servicesservices and portfolio management functions; (f) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information requested concerning the activities of the Company as shall be required to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (g) Maintain and preserve all appropriate books and records of the Company; (h) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (i) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Assets; (j) Provide the Company with all necessary cash management services; (jk) Manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholdersshareholders; (kl) Consult with the Company’s officers and Directors of the Board General Partner and assist the Board Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lm) Provide the Company’s officers and Directors of the Board General Partner with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002; (mn) Consult with the Company’s officers xxxxxxxx xxx Xirectors of the General Partner and the Board of Directors relating to the corporate governance structure and appropriate policies and procedures related thereto;; and (no) Perform all reporting, record keeping, internal controls and similar matters in a manner to allow the Company General Partner to comply with applicable law, law including federal and state securities laws and the XxxxxxxxSarbanes-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this AgreementOxley Act.

Accounting and Other Administrative Services. The Advisor shall: (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (bii) From time to 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; (ciii) Make reports Coordinate with the Company’s independent accountants and auditors to prepare and deliver to the Conflicts Committee each quarter Company’s audit committee an annual report covering the Advisor’s compliance with certain material aspects 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 directlythis Agreement; (div) Provide or arrange for any administrative services and itemsservices, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations; (ev) Provide financial and operational planning servicesservices and portfolio management functions; (fvi) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service SEC and any other regulatory agency, including annual financial statements; (gvii) Maintain and preserve all appropriate books and records of the Company; (h) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (iviii) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company; (ix) Provide the Company with all necessary cash management services; (jx) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholders; (kxi) Consult with the Company’s officers of the Company and the Board and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxii) Provide the Company’s officers of the Company and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxiii) Consult with the Company’s officers of the Company and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;; and (nxiv) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, law including federal and state securities laws and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. The Advisor shall: (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; ; (bii) From time to 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; ; (ciii) Make reports Coordinate with the Company’s independent accountants and auditors to prepare and deliver to the Conflicts Committee each quarter Company’s audit committee an annual report covering the Advisor’s compliance with certain material aspects 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; this Agreement; (div) 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; ; (ev) Provide financial and operational planning services; services and portfolio management functions; (fvi) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service SEC and any other regulatory agency; , including annual financial statements; (gvii) Maintain and preserve all appropriate books and records of the Company; ; (hviii) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; ; (iix) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company; (x) Provide the Company with all necessary cash management services; ; (jxi) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholders; ; (kxii) Consult with the Company’s officers of the Company and the Board and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; ; (lxiii) Provide the Company’s officers of the Company and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; ; (mxiv) Consult with the Company’s officers of the Company and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto; ; and (nxv) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, law including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. (ai) Provide the day-to-day management of the Company Oversee and perform and supervise the various administrative functions reasonably necessary for the management of the day-to-day operations of the Company; (bii) From time to time-to-time, or at any time reasonably requested by the BoardDirectors, make provide reports to the Board Directors on the Advisor’s 's performance of services to for the Company under this Agreement; (ciii) Make reports Coordinate with the Company's independent accountants and auditors to prepare and deliver to the Conflicts Committee each quarter General Partner's audit committee an annual report covering the Advisor's material compliance with aspects 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 directlythis Advisory Agreement; (div) 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 's business and operations; (e) Provide financial and operational planning services; (fv) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information requested concerning the activities of the Company as shall be required to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (gvi) Maintain and preserve all appropriate books and records of the CompanyGeneral Partner and the OP; (hvii) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (iviii) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Assets; (ix) Provide the Company with all necessary cash management services; (jx) Manage and coordinate with the transfer agent the dividend process and payments to Stockholdersshareholders; (kxi) Consult with the Company’s officers and Directors of the Board General Partner and assist the Board Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxii) Provide the Company’s officers and Directors of the Board General Partner with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxiii) Consult with the Company’s officers and Directors of the General Partner and the Board of Directors relating to the corporate governance structure and appropriate policies and procedures related thereto;; and (nxiv) Perform all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable lawlaw including, including federal and state securities laws and without limitation, the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this AgreementAct.

Accounting and Other Administrative Services. (a1) Provide the day-to-day day‑to‑day management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyCompany and the Partnership; (b2) 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 the Partnership under this Agreement; (c3) Make reports to the Conflicts Committee each quarter of the investments that have been made by other programs sponsored by the Advisor Advisor, the Sub‑advisor or any of its their respective Affiliates, including KBS Realty Advisors LLC, as well as any investments that have been made by the Advisor Advisor, Sub‑advisor or any of its their Affiliates directly, in each case to the extent such investments constitute a conflict of interest or a potential conflict of interest with the investment policies and objectives of the Company; (d4) 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 Partnership’s business and operations; (e5) Provide financial and operational planning services; (f6) Maintain accounting and other record-keeping record‑keeping functions at the Company Company, the Partnership, and investment levels, including information concerning the activities of the Company and the Partnership 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; (g7) Maintain and preserve all appropriate books and records of the CompanyCompany and the Partnership; (h) 8) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (i9) Provide the Company and the Partnership with all necessary cash management services; (j10) Deliver to, or maintain on behalf of, the Company and the Partnership copies of all appraisals obtained in connection with Properties, Loans and Permitted Investments; (11) Manage and coordinate with the transfer agent the monthly dividend process and payments to Stockholders; (k12) 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; (l13) Consult with the Company’s officers and the Board and assist the Board in evaluating various liquidity events when appropriate; (14) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Sarbanes‑Oxley Act of 2002; (m15) Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto; (n16) Perform all reporting, record keeping, internal controls and similar matters in a manner to allow that allows the Company to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Sarbanes‑Oxley Act of 2002; (o17) Notify the Board of all proposed material transactions before they are completed; and (p18) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. The Advisor shall: (ai) Provide the day-to-day management of the Company Manage and perform and supervise the various administrative functions reasonably necessary for the management of the day- to-day operations of the Company; (bii) From time to 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; (ciii) Make reports to the Conflicts Committee each quarter Board, at least annually, of the investments allocation of Investments that have been made allocated by the Sponsor to the Company and any other programs advised, sponsored or organized by the Advisor Sponsor 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; (div) Coordinate with the Company’s independent 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 Agreement; (v) 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; (evi) Provide financial and operational planning servicesservices and portfolio management functions; (fvii) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service SEC and any other regulatory agency, including annual financial statements; (gviii) Maintain and preserve all appropriate books and records of the Company; (hix) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (ix) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company; (xi) Provide the Company with all necessary cash management services; (jxii) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholders; (kxiii) Consult with the Company’s officers of the Company and the Board Board, and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxiv) Provide the Company’s officers of the Company and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxv) Consult with the Company’s officers of the Company and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;; and (nxvi) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, law including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (bii) From time to time-to-time, or at any time reasonably requested by the BoardBoard of Directors, make reports to the Board of Directors on the Advisor’s performance of services to the Company under this Agreement; (ciii) Make reports Coordinate with the Company’s independent accountants and auditors to prepare and deliver to the Conflicts Committee each quarter General Partner’s audit committee an annual report covering the Advisor’s compliance with certain material aspects 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 directlythis Advisory Agreement; (div) 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; (ev) Provide financial and operational planning servicesservices and portfolio management functions; (fvi) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required needed to prepare and to file all periodic financial reports, tax and other reports and returns and any other information required to be filed by the REIT General Partner with the SEC, the Internal Revenue Service Securities and Exchange Commission and any other regulatory agency, including annual and quarterly financial statements, in each case as applicable; (gvii) Maintain and preserve all appropriate books and records of the Company; (hviii) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (iix) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company; (x) Provide the Company with all necessary cash management services; (jxi) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholdersstockholders of the REIT General Partner and partners of the Company; (kxii) Consult with the Company’s directors and officers and of the Board General Partner and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxiii) Provide the Company’s directors and officers and of the Board General Partner with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxiv) Consult with the Company’s directors and officers of the General Partner and the Board of Directors relating to the corporate governance structure and appropriate policies and procedures related thereto; (nxv) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company General Partner to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (pxvi) Do all things necessary Assist the REIT General Partner in exercising and executing the REIT General Partner’s rights and obligations in accordance with agreements between the REIT General Partner and the ATSs and custodians with respect to assure its ability to render the services described in this Agreementtrading of the Security Tokens on the secondary market.

Accounting and Other Administrative Services. (a) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (b) From time to time-to-time, or at any time reasonably requested by the BoardDirectors, make reports to the Board Directors on the Advisor’s performance of services to the Company under this Agreement; (c) Make reports Coordinate with the Company’s independent accountants and auditors to prepare and deliver to the Conflicts Committee each quarter Company’s audit committee an annual report covering the Advisor’s compliance with certain material aspects 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 directlythis Advisory Agreement; (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 business and operations; (e) Provide financial and operational planning servicesservices and portfolio management functions; (f) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information requested concerning the activities of the Company as shall be required to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (g) Maintain and preserve all appropriate books and records of the Company; (h) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (i) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Assets; (j) Provide the Company with all necessary cash management services; (jk) Manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholdersshareholders; (kl) Consult with the Company’s officers and Directors of the Board Company and assist the Board Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lm) Provide the Company’s officers and Directors of the Board Company with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 20022002 (the “Xxxxxxxx-Xxxxx Act”); (mn) Consult with the Company’s officers and Directors of the Company and the Board of Directors relating to the corporate governance structure and appropriate policies and procedures related thereto; (no) 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 Xxxxxxxx-Xxxxx Act of 2002Act; (op) Notify find, evaluate, present and recommend to the Board Company investment opportunities consistent with the Company’s investment policies and objectives; (q) structure the terms and conditions of the Company’s our acquisitions, sales and joint ventures; (r) acquire properties and make and invest in mortgage loans and other investments on behalf of the Company in compliance with the Company investment objectives and policies; (s) arrange for financing and refinancing of the Company’s properties and other investments; (t) service or enter into contracts for servicing mortgage loans that the Company makes or acquires; (u) assist the Company in obtaining insurance; (v) generate an annual budget for the Company; (w) review and analyze financial information for each of the Company’s properties and the overall portfolio; (x) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of the Company’s properties and other investments; (y) perform investor-relations services; (z) maintain our accounting and other records and assisting the Company in filing all proposed material transactions before they are completedreports required to be filed with the SEC, the IRS and other regulatory agencies; (aa) engage and supervise the performance of agents, including registrar and transfer agent for the Company; and (pbb) Do all things necessary to assure its ability to render perform any other services reasonably requested by the services described in this AgreementCompany.

Accounting and Other Administrative Services. The Adviser shall: (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (bii) From time to time-to-time, or at any time reasonably requested by the Board, make reports to the Board on the AdvisorAdviser’s performance of services to the Company under this Agreement; (ciii) Make reports Coordinate with the Company’s independent auditors to prepare and deliver to the Conflicts Committee each quarter Company’s audit committee an annual report covering the Adviser’s compliance with certain material aspects 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 directlythis Agreement; (div) Calculate, at the end of each month, the NAV of the Shares in accordance with the Valuation Guidelines, and in connection therewith, obtain appraisals performed by independent valuation firms, as needed; (v) Monitor the Investments for events that may be expected to have a material impact on the most recent estimated values and report such events in accordance with the Valuation Guidelines; (vi) Otherwise perform all services related to the calculation of NAV required pursuant to the Valuation Guidelines; (vii) 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;; 8 (eviii) Provide financial and operational planning servicesservices and portfolio management functions; (fix) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC and any other regulatory agency, including annual financial statements; (x) Prepare, on behalf of the Company, and supervise the filing of all reports required by the SEC, the Internal Revenue Service and any Service, other regulatory agencystate or federal governmental agencies or other Company vendors; (gxi) Maintain and preserve all appropriate books and records of the Company; (hxii) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (ixiii) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company; (xiv) Provide the Company with all necessary cash management services; (jxv) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholders; (kxvi) Consult with the Company’s officers of the Company and the Board Board, and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxvii) Provide the Company’s officers of the Company and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxviii) Consult with the Company’s officers of the Company and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;; and (nxix) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, law including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (oxx) Notify Manage legal matters involving the Board Company’s Investments and the Company will pay the expenses of all proposed material transactions before they are completedany litigation; (xxi) Advise the Company regarding the maintenance of the Company’s exemption from the Investment Company Act of 1940 and monitor compliance of the requirements for maintaining an exemption from such act; and (pxxii) Do all things necessary to assure Advise the Company regarding its ability to render elect REIT status, and thereafter maintenance of such status, and monitor compliance with the services described in this AgreementREIT qualification tests under the Code.

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; (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 Board 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 business 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; (h) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (i) Provide the Company with all necessary cash management services; (j) Manage and coordinate with the transfer agent the 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) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx 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 to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

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 CompanyCompany 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 Independent Directors each quarter of the investments that have been made by 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, including KBS Realty Advisors LLC, 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 well as any investments that have been made approved by the Advisor or any of its Affiliates directlyBoard; (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 business and its Subsidiaries’ businesses and operations; (e) Provide financial and operational planning services; (f) Oversee the calculation of the NAV and NAV per share by a third-party NAV accountant approved by the Board for each class of common stock as requested by the Board, and in connection therewith, supervise any independent valuation experts engaged by the Company with the approval 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; (gh) Maintain and preserve all appropriate books and records of the CompanyCompany and its Subsidiaries; (hi) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (ij) Provide the Company and its Subsidiaries with all necessary cash management services; (jk) Manage Manage, and coordinate with the transfer agent agent, the dividend periodic Distribution process and payments to Stockholders; (kl) 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, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx 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 its Subsidiaries to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx 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 completedcompleted and get approval where necessary; and (pq) Do all things necessary to assure its ability to render the services described in this Agreement.

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; (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 business 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; (h) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (i) Provide the Company with all necessary cash management services;; EAST\126969229.2 (j) Manage and coordinate with the transfer agent the 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) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx 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 to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. To the extent the Advisor (acting in its fiduciary capacity) deems appropriate in light of the Company’s internalization of accounting services in connection with the Merger: (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 CompanyCompany 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, 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 business and its Subsidiaries’ businesses and operations; (ed) Provide financial and operational planning services; (fe) 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; (gf) Maintain and preserve all appropriate books and records of the CompanyCompany and its Subsidiaries; (hg) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (ih) Provide the Company and its Subsidiaries with all necessary cash management services; (ji) Manage and coordinate with the transfer agent the periodic dividend process and payments to Stockholders; (kj) 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, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mk) Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto; (nl) 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 XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, and provide the Company’s officers and the Board with timely updates regarding the Company’s compliance with applicable law; (om) Notify the Board of all proposed material transactions before they are completedcompleted and get approval where necessary; and (pn) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (bii) From time to time-to-time, or at any time reasonably requested by the BoardBoard of Directors, make reports to the Board of Directors on the Advisor’s performance of services to the Company under this Agreement; (ciii) Make reports Coordinate with the Company’s independent accountants and auditors to prepare and deliver to the Conflicts Committee each quarter General Partner’s audit committee an annual report covering the Advisor’s compliance with certain material aspects 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 directlythis Advisory Agreement; (div) 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; (ev) Provide financial and operational planning servicesservices and portfolio management functions; (fvi) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required needed to prepare and to file all periodic financial reports, tax and other reports and returns and any other information required to be filed by the General Partner with the SEC, the Internal Revenue Service Securities and Exchange Commission and any other regulatory agency, including annual and quarterly financial statements, in each case as applicable; (gvii) Maintain and preserve all appropriate books and records of the Company; (hviii) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (iix) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company; (x) Provide the Company with all necessary cash management services; (jxi) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholdersstockholders of the General Partner and partners of the Company; (kxii) Consult with the Company’s directors and officers and of the Board General Partner and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxiii) Provide the Company’s directors and officers and of the Board General Partner with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxiv) Consult with the Company’s directors and officers of the General Partner and the Board of Directors relating to the corporate governance structure and appropriate policies and procedures related thereto; (nxv) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company General Partner to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (pxvi) Do all things necessary Assist the General Partner in exercising and executing its rights and obligations in accordance with agreements between the General Partner and the ATSs and custodians with respect to assure its ability to render the services described in this Agreementtrading of the Security Tokens on the secondary market.

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; (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 business 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; (h) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (i) Provide the Company with all necessary cash management services; (j) Manage and coordinate with the transfer agent the 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) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx 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 to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. The Manager shall: (a) Provide manage and perform the various administrative functions necessary for the management of the day-to-day management operations of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyOperating Companies; (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 provide or arrange for any administrative services and itemsservices, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s and Operating Companies’ business and operations; (ec) Provide provide financial and operational planning servicesservices and portfolio management functions; (fd) Maintain maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the members of the Company Group as shall be required to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service SEC and any other regulatory agency, including annual financial statements; (ge) Maintain and preserve maintain or arrange for the maintenance of all appropriate books and records of the CompanyCompany and Operating Companies; (hf) Provide oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (ig) Provide supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company and Operating Companies; (h) provide the Company and Operating Companies with all necessary cash management services; (ji) Manage manage and coordinate with the transfer agent agent, if any, the dividend process of making distributions and payments to Stockholdersholders of the Company’s Securities; (kj) Consult with the Company’s officers evaluate and the Board and assist the Board in evaluating and obtaining obtain adequate insurance coverage based upon risk management determinations; (lk) Provide provide the Company’s officers of the Company and the Board with timely updates related to the overall regulatory environment affecting the CompanyCompany Group, as well as managing compliance with such regulatory matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (ml) Consult with evaluate the Company’s officers and the Board relating to the Operating Companies’ corporate governance structure and appropriate policies and procedures related thereto;; and (nm) Perform oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company and Operating Companies to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (bii) From time to time-to-time, or at any time reasonably requested by the BoardTrustees, make reports to the Board Trustees 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; (diii) 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; (eiv) Provide financial and operational planning servicesservices and portfolio management functions; (fv) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed by the General Partner with the SEC, the Internal Revenue Service Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (gvi) Maintain and preserve all appropriate books and records of the Company; (hvii) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (iviii) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company; (ix) Provide the Company with all necessary cash management services; (jx) Manage and coordinate with the transfer agent the dividend distribution process and payments to StockholdersShareholders; (kxi) Consult with the Company’s officers and Trustees of the Board General Partner and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxii) Provide the Company’s officers and Trustees of the Board General Partner with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”); (mxiii) Consult with the Company’s officers and Trustees of the General Partner and the Board of Trustees relating to the corporate governance structure and appropriate policies and procedures related thereto;; and (nxiv) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company General Partner to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this AgreementAct.

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 CompanyCompany 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 Independent Directors each quarter of the investments that have been made by 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, including KBS Realty Advisors LLC, 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 well as any investments that have been made approved by the Advisor or any of its Affiliates directlyBoard; (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 business and its Subsidiaries’ businesses and operations; (e) Provide financial and operational planning services; (f) Calculate NAV and NAV per share for each class of common stock as requested by the Board, and in connection therewith, supervise any independent valuation experts engaged by the Company with the approval 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; (gh) Maintain and preserve all appropriate books and records of the CompanyCompany and its Subsidiaries; (hi) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (ij) Provide the Company and its Subsidiaries with all necessary cash management services; (jk) Manage and coordinate with the transfer agent the dividend periodic Distribution process and payments to Stockholders; (kl) 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, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx 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 its Subsidiaries to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx 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 completedcompleted and get approval where necessary; and (pq) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. Gyrodyne shall or, subject to reimbursement pursuant to Article 8, shall retain other Persons to (abut shall remain responsible to GSD): (i) Provide the day-to-day management of the Company GSD and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyGSD; (bii) From time to time, or at any time reasonably requested by the Board, make reports to the Board on the AdvisorGyrodyne’s performance of services to the Company GSD under this Agreement; (ciii) 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 LLCGyrodyne, as well as any investments that have been made by the Advisor or any of its Affiliates Gyrodyne directly; (div) 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 CompanyGSD’s business and operations; (ev) Provide financial and operational planning services; (fvi) Maintain accounting and other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company GSD 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; (gvii) Maintain and preserve all appropriate books and records of the CompanyGSD; (hviii) Provide and or manage tax and compliance services and coordinate with appropriate third parties, including the CompanyGSD’s independent auditors auditors, tax accountants and other consultants, on related tax matters; (iix) Provide the Company GSD with all necessary cash management services; (jx) Manage and coordinate Maintain on behalf of GSD copies of all appraisals obtained in connection with Investments; (xi) Coordinate with the transfer agent the dividend process and payments to StockholdersShareholders; (kxii) Consult with the Company’s officers and the Board and assist the Board in evaluating and obtaining Obtain adequate insurance coverage based upon risk management determinations; (lxiii) Evaluate various liquidity events when appropriate; (xiv) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the CompanyGSD, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxv) Consult with the Company’s officers and the Board relating Subject to the corporate terms of the Articles of Organization and Operating Agreement, maintain governance structure and appropriate policies and procedures related thereto; (nxvi) Perform all applicable reporting, record keeping, internal controls and similar matters in a manner to allow the Company GSD to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (pxvii) Do all things necessary to assure its ability to render the services described in this Agreement.

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; (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 business 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; (h) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (i) Provide the Company with all necessary cash management services; (j) Manage and coordinate with the transfer agent the monthly 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) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing EAST\139251319.2 compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx 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 to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. The Adviser shall: (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (bii) From time to time-to-time, or at any time reasonably requested by the Board, make reports to the Board on the AdvisorAdviser’s performance of services to the Company under this Agreement; (ciii) Make reports Coordinate with the Company’s independent auditors to prepare and deliver to the Conflicts Committee each quarter Company’s audit committee an annual report covering the Adviser’s compliance with certain material aspects 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 directlythis Agreement; (div) Calculate, at the end of each month, the NAV of the Shares in accordance with the Valuation Guidelines, and in connection therewith, obtain appraisals performed by independent valuation firms, as needed; (v) Monitor the Investments for events that may be expected to have a material impact on the most recent estimated values and report such events in accordance with the Valuation Guidelines; (vi) Otherwise perform all services related to the calculation of NAV required pursuant to the Valuation Guidelines; (vii) 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; (eviii) Provide financial and operational planning servicesservices and portfolio management functions; (fix) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC and any other regulatory agency, including annual financial statements; (x) Prepare, on behalf of the Company, and supervise the filing of all reports required by the SEC, the Internal Revenue Service and any Service, other regulatory agencystate or federal governmental agencies or other Company vendors; (gxi) Maintain and preserve all appropriate books and records of the Company; (hxii) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (ixiii) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company; (xiv) Provide the Company with all necessary cash management services; (jxv) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholders; (kxvi) Consult with the Company’s officers of the Company and the Board Board, and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxvii) Provide the Company’s officers of the Company and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxviii) Consult with the Company’s officers of the Company and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;; and (nxix) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, law including federal and state securities laws and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002; (oxx) Notify Manage legal matters involving the Board Company’s Investments and the Company will pay the expenses of all proposed material transactions before they are completedany litigation; (xxi) Advise the Company regarding the maintenance of the Company’s exemption from the Investment Company Act of 1940 and monitor compliance of the requirements for maintaining an exemption from such act; and (pxxii) Do all things necessary to assure Advise the Company regarding its ability to render elect REIT status, and thereafter maintenance of such status, and monitor compliance with the services described in this AgreementREIT qualification tests under the Code.

Accounting and Other Administrative Services. The Advisor shall: (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (bii) From time to 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; (ciii) Make reports to the Conflicts Committee each quarter Board, at least annually, of the investments allocation of Investments that have been made allocated by Colony NorthStar to the Company and any other programs advised, sponsored or organized by the Advisor Colony NorthStar 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; (div) Coordinate with the Company’s independent 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 Agreement; (v) 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; (evi) Provide financial and operational planning servicesservices and portfolio management functions; (fvii) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service SEC and any other regulatory agency, including annual financial statements; (gviii) Maintain and preserve all appropriate books and records of the Company; (hix) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (ix) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company; (xi) Provide the Company with all necessary cash management services; (jxii) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholders; (kxiii) Consult with the Company’s officers of the Company and the Board Board, and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxiv) Provide the Company’s officers of the Company and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxv) Consult with the Company’s officers of the Company and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;; and (nxvi) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, law including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management operations of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyNRF; (bii) From time to time-to-time, or at any time reasonably requested by the BoardBoard of Directors, make reports to the Board of Directors on the AdvisorAsset Manager’s performance of services Services to NRF under the Agreement; (iii) Make reports to the Company under Board of Directors, at least annually, of the Real Estate Assets that have been purchased by NRF; (iv) Coordinate with NRF’s independent auditors to prepare and deliver to NRF’s audit committee an annual report covering Asset Manager’s compliance with certain material aspects of 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; (dv) Provide or arrange for any administrative services and items, legal and other services, office space, office furnishingsfurnishings and equipment, technology, insurance, human resources, payroll, benefits and other personnel and other overhead items necessary and incidental to the CompanyNRF’s business and operations; (evi) Provide financial and operational planning servicesservices and portfolio management functions; (fvii) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company NRF as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service SEC and any other regulatory agency, including annual financial statements; (gviii) Maintain and preserve all appropriate books and records of the CompanyNRF and its subsidiaries in accordance with U.S. GAAP; (hix) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (ix) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of NRF; (xi) Provide the Company NRF with all necessary cash management servicesservices for NRF, its subsidiaries and for their properties; (jxii) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholdersstockholders; (kxiii) Consult with the Company’s officers of NRF and the Board of Directors, and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxiv) Provide the Company’s officers and of NRF and, the Board of Directors, with timely updates related to the overall regulatory environment affecting the CompanyNRF, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxv) Consult with the Company’s officers of NRF and the Board of Directors relating to the corporate governance structure and appropriate policies and procedures related thereto; (nxvi) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company NRF to comply with applicable law, including federal and state securities laws and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (pxvii) Do all things necessary Prepare annual overall operating budgets for NRF, which shall be submitted to assure the Board of Directors for its ability to render the services described in this Agreementapproval.

Accounting and Other Administrative Services. The Advisor shall: (ai) Provide coordinate with the Company’s independent accountants and auditors to prepare and deliver to the Board an annual report covering the Advisor’s compliance with certain material aspects of this Advisory Agreement; (ii) maintain accounting systems, records and data and any other information requested concerning the activities of the Company and the Operating Partnership; (iii) provide tax and compliance services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) maintain all appropriate books and records of the Company and the Operating Partnership; (v) consult with the officers of the Company and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto; (vi) perform all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law; (vii) investigate, select, and, on behalf of the Company and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagers, construction companies and any and all Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services; (viii) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Assets; (ix) provide the Company and the Operating Partnership with all necessary cash management services; (x) consult with the officers of the Company and the Board and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (xi) manage and perform the various administrative functions necessary for the management of the day-to-day management operations of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyOperating Partnership; (bxii) 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 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; (exiii) Provide 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; (h) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (i) Provide the Company with all necessary cash portfolio management services; (j) Manage and coordinate with the transfer agent the 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) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx 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 to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completedfunctions; and (pxiv) Do all things necessary from time-to-time, or at any time reasonably requested by the Board, make reports to assure its ability the Board on the Advisor’s performance of services to render the services described in Company and the Operating Partnership under this Advisory Agreement.

Accounting and Other Administrative Services. (a) Provide The MANAGING MEMBER or BOARD OF DIRECTORS shall: 1. manage and perform the various administrative functions necessary for the day-to-day management operations of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyCOMPANY; (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 2. provide or arrange for any administrative services and itemsservices, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s COMPANY'S business and operations; (e) Provide 3. provide financial and operational planning servicesservices and portfolio management functions; (f) Maintain 4. maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company COMPANY as shall be required to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service COMMISSION and any other regulatory agency, including annual financial statements; (g) Maintain and preserve 5. maintain all appropriate books and records of the CompanyCOMPANY; (h) Provide 6. oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (i) Provide 7. make, change, and revoke such tax elections on behalf of the Company COMPANY as the MANAGING MEMBER or BOARD OF DIRECTORS deems appropriate, including, without limitation: i. making an election to be classified as an association taxable as a corporation for U.S. federal income tax purposes; 8. supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the COMPANY; 9. provide the COMPANY with all necessary cash management services; (j) Manage 10. manage and coordinate with the transfer agent TRANSFER AGENT (if any) the dividend process of making distributions and payments to StockholdersShareholders; (k) Consult with the Company’s officers 11. evaluate and the Board and assist the Board in evaluating and obtaining obtain adequate insurance coverage based upon risk management determinations; (l) Provide the Company’s officers and the Board with 12. provide timely updates related to the overall regulatory environment affecting the CompanyCOMPANY, as well as managing compliance with such regulatory matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (m) Consult with the Company’s officers and the Board relating to 13. evaluate the corporate governance structure of the COMPANY and appropriate policies and procedures related thereto;; and (n) Perform 14. oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company COMPANY to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. (a) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (b) From time to time-to-time, or at any time reasonably requested by the BoardDirectors, make reports to the Board Directors on the Advisor’s 's performance of services to the Company under this Agreement; (c) Make reports Coordinate with the Company's independent accountants and auditors to prepare and deliver to the Conflicts Committee each quarter General Partner's audit committee an annual report covering the Advisor's compliance with certain material aspects 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 directlythis Advisory Agreement; (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 's business and operations; (e) Provide financial and operational planning servicesservices and portfolio management functions; (f) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information requested concerning the activities of the Company as shall be required to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (g) Maintain and preserve all appropriate books and records of the Company; (h) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (i) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Assets; (j) Provide the Company with all necessary cash management services; (jk) Manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholdersshareholders; (kl) Consult with the Company’s officers and Directors of the Board General Partner and assist the Board Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lm) Provide the Company’s officers and Directors of the Board General Partner with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002; (mn) Consult with Xxxxxxx xxxx xhe officers and Directors of the Company’s officers General Partner and the Board of Directors relating to the corporate governance structure and appropriate policies and procedures related thereto;; and (no) Perform all reporting, record keeping, internal controls and similar matters in a manner to allow the Company General Partner to comply with applicable law, law including federal and state securities laws and the XxxxxxxxSarbanes-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this AgreementOxley Act.

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 CompanyCompany 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, including KBS Realty Advisors LLC, as well as any investments that have been made by the Advisor or any of its Affiliates directly;; EAST\50676375.5 (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 business 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 CompanyCompany and its Subsidiaries; (h) Provide tax and compliance services and 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 services; (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) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx 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; (nm) 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 XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, and provide the Company’s officers and the Board with timely updates regarding the Company’s compliance with applicable law; (on) Notify the Board of all proposed material transactions before they are completedcompleted and get approval where necessary; and (po) Do all things necessary to assure its ability to render the services described in this Agreement.. EAST\50676375.5

Accounting and Other Administrative Services. (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (bii) From time to time-to-time, or at any time reasonably requested by the BoardDirectors, make reports to the Board Directors on the Advisor’s performance of services to the Company under this Agreement; (ciii) Make reports Coordinate with the Company’s independent accountants and auditors to prepare and deliver to the Conflicts Committee each quarter General Partner’s audit committee an annual report covering the Advisor’s compliance with certain material aspects 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 directlythis Advisory Agreement; (div) 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; (ev) Provide financial and operational planning servicesservices and portfolio management functions; (fvi) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed by the General Partner with the SEC, the Internal Revenue Service Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (gvii) Maintain and preserve all appropriate books and records of the Company; (hviii) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (iix) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company; (x) Provide the Company with all necessary cash management services; (jxi) Manage and coordinate with the transfer agent the dividend distribution process and payments to Stockholdersshareholders; (kxii) Consult with the Company’s officers and Directors of the Board General Partner and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lxiii) Provide the Company’s officers and Directors of the Board General Partner with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxiv) Consult with the Company’s officers and Directors of the General Partner and the Board of Directors relating to the corporate governance structure and appropriate policies and procedures related thereto;; and (nxv) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company General Partner to comply with applicable law, law including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this AgreementAct.

Accounting and Other Administrative Services. The Manager shall: (ai) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management operations of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyNL Entities; (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; (dii) 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 NL Entities’ business and operations; (eiii) Provide financial and operational planning servicesservices and portfolio management functions; (fiv) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company NL Entities as shall be required needed to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service SEC and any other regulatory agency, including annual financial statements; (gv) Maintain and preserve all appropriate books and records of the CompanyNL Entities; (hvi) Provide Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (ivii) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the NL Entities; (viii) Provide the Company NL Entities with all necessary cash management services; (jix) Manage and coordinate with the transfer agent the dividend Distribution process and payments to StockholdersSecurityholders; (kx) Consult with the Company’s officers Evaluate and the Board and assist the Board in evaluating and obtaining obtain adequate insurance coverage based upon risk management determinations; (lxi) Provide the Company’s officers of the Company and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (mxii) Consult with Evaluate the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;; and (nxiii) Perform Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company NL Entities to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. (a) Provide Manage and perform the various administrative functions necessary for the management of the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management operations of the Company; (b) From time to time-to-time, or at any time reasonably requested by the BoardDirectors, make reports to the Board Directors on the Advisor’s performance of services to the Company under this Agreement; (c) Make reports Coordinate with the Company’s independent accountants and auditors to prepare and deliver to the Conflicts Committee each quarter Company’s audit committee an annual report covering the Advisor’s compliance with certain material aspects 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 directlythis Advisory Agreement; (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 business and operations; (e) Provide financial and operational planning servicesservices and portfolio management functions; (f) Maintain accounting data and any other record-keeping functions at the Company and investment levels, including information requested concerning the activities of the Company as shall be required to prepare and to file all periodic financial reports, tax reports and returns and any other information required to be filed with the SEC, the Internal Revenue Service Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (g) Maintain and preserve all appropriate books and records of the Company; (h) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors accountants and other consultants, on related tax matters; (i) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Assets; (j) Provide the Company with all necessary cash management services; (jk) Manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholdersshareholders; (kl) Consult with the Company’s officers and Directors of the Board Company and assist the Board Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (lm) Provide the Company’s officers and Directors of the Board Company with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act of 20022002 (the “Sxxxxxxx-Xxxxx Act”); (mn) Consult with the Company’s officers and Directors of the Company and the Board of Directors relating to the corporate governance structure and appropriate policies and procedures related thereto; (no) 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 XxxxxxxxSxxxxxxx-Xxxxx Act of 2002Act; (op) Notify find, evaluate, present and recommend to us investment opportunities consistent with our investment policies and objectives; (q) structure the Board terms and conditions of our acquisitions, sales and joint ventures; (r) acquire properties and make and invest in mortgage loans and other investments on our behalf in compliance with our investment objectives and policies; (s) arrange for financing and refinancing of properties and other investments; (t) service or enter into contracts for servicing our mortgage loans; (u) assist us in obtaining insurance; (v) generate an annual budget for us; (w) review and analyze financial information for each property and the overall portfolio; (x) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of our properties and other investments; (y) perform investor-relations services; (z) maintain our accounting and other records and assisting us in filing all proposed material transactions before they are completedreports required to be filed with the SEC, the IRS and other regulatory agencies; (aa) engage and supervise the performance of our agents, including our registrar and transfer agent; and (pbb) Do all things necessary to assure its ability to render the perform any other services described in this Agreementreasonably requested by us.

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; (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 business and operations; (e) Provide financial and operational planning services; (f) Maintain accounting and other record-keeping functions at the Company level and the 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 SECSecurities and Exchange Commission, the Internal Revenue Service and any other regulatory agency; (g) Maintain and preserve all appropriate books and records of the Company; (h) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (i) Provide the Company with all necessary cash management services; (j) Manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (k) Consult with the Company’s officers and Board of Directors of the Board Company and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (l) Provide the Company’s officers and Board of Directors of the Board Company with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (m) Consult with the Company’s officers and Board of Directors of the Board Company 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 to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002Act; (o) Notify the Board of Directors of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

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; (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 business 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; (h) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (i) Provide the Company with all necessary cash management services; (j) Manage and coordinate with the transfer agent the 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) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002;; EAST\126969463.2 (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 to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. (a1) Provide the day-to-day management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyCompany and the Partnership; (b2) 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 the Partnership under this Agreement; (c3) Make reports to the Conflicts Committee each quarter of the investments that have been made by other programs sponsored by the Advisor Advisor, the Sub-advisor or any of its their respective Affiliates, including KBS Realty Advisors LLC, as well as any investments that have been made by the Advisor Advisor, Sub-advisor or any of its their Affiliates directly, in each case to the extent such investments constitute a conflict of interest or a potential conflict of interest with the investment policies and objectives of the Company; (d4) 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 Partnership’s business and operations; (e5) Provide financial and operational planning services; (f6) Maintain accounting and other record-keeping functions at the Company Company, the Partnership, and investment levels, including information concerning the activities of the Company and the Partnership 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; (g7) Maintain and preserve all appropriate books and records of the CompanyCompany and the Partnership; (h) 8) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (i9) Provide the Company and the Partnership with all necessary cash management services; (j10) Deliver to, or maintain on behalf of, the Company and the Partnership copies of all appraisals obtained in connection with Properties, Loans and Permitted Investments; (11) Manage and coordinate with the transfer agent the monthly dividend process and payments to Stockholders; (k12) 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; (l13) Consult with the Company’s officers and the Board and assist the Board in evaluating various liquidity events when appropriate; (14) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002; (m15) Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto; (n16) Perform all reporting, record keeping, internal controls and similar matters in a manner to allow that allows the Company to comply with applicable law, including federal and state securities laws and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002; (o17) Notify the Board of all proposed material transactions before they are completed; and (p18) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. (ai) 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; (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; (cii) Make reports to the Conflicts Advisory Committee each quarter of the investments that have been made by other programs sponsored by by, with, or involving the Advisor or any of its Affiliates, including KBS Realty Advisors LLC, as well as any investments that have been made by the Advisor Manager or any of its Affiliates directlyand programs sponsored thereby, including Investors Mortgage Holdings, Inc., IMH Secured Loan Fund, LLC, and IMH Holdings, LLC; (diii) Provide or arrange for any administrative services and items, legal and other services, office space, office furnishings, personnel personnel, and other overhead items necessary and incidental to the Company’s 's business and operations; (eiv) Provide financial and operational planning services; (fv) Maintain accounting and other record-keeping functions at the Company and investment levelsCompany, 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 SECSecurities and Exchange Commission, the Internal Revenue Service Service, and any other regulatory agency; (gvi) Maintain and preserve all appropriate books and records of the Company; (hvii) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s 's independent auditors and other consultants, on related tax matters; (iviii) Provide the Company with all necessary cash management services; (jix) Manage and coordinate with administer the transfer agent the dividend process Company's Unit Reinvestment Plan, Senior Note Reinvestment Plan, and payments to StockholdersRedemption and Prepayment Program; (kx) Consult with Evaluate and obtain, on behalf of the Company’s officers and the Board and assist the Board in evaluating and obtaining , adequate insurance coverage based upon risk management determinations; (lxi) Provide Monitor the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (m) Consult with the Company’s officers and the Board relating to the 's corporate governance structure and adopt and implement appropriate policies and procedures related thereto; (nxii) Perform all reporting, record keeping, internal controls controls, and similar matters in a manner to allow the Company to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002, as appropriate; (oxiii) Notify In conjunction with the Board of Investment Committee, review all proposed material transactions before they are completed; and (pxiv) Do all things necessary to assure its ability to render the services described in this Agreement.

Accounting and Other Administrative Services. Gyrodyne shall or, subject to reimbursement pursuant to Article 8, shall retain other Persons to (abut shall remain responsible to GSD): (i) Provide the day-to-day management of the Company GSD and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyGSD; (bii) From time to time, or at any time reasonably requested by the Board, make reports to the Board on the AdvisorGyrodyne’s performance of services to the Company GSD under this Agreement; (ciii) 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 LLCGyrodyne, as well as any investments that have been made by the Advisor or any of its Affiliates Gyrodyne directly; (div) 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 CompanyGSD’s business and operations; (ev) Provide financial and operational planning services; (fvi) Maintain accounting and other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company GSD 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; (gvii) Maintain and preserve all appropriate books and records of the CompanyGSD; (hviii) Provide and or manage tax and compliance services and coordinate with appropriate third parties, including the CompanyGSD’s independent auditors auditors, tax accountants and other consultants, on related tax matters; (iix) Provide the Company GSD with all necessary cash management services; (jx) Manage and coordinate Maintain on behalf of GSD copies of all appraisals obtained in connection with Investments; (xi) Coordinate with the transfer agent the dividend process and payments to StockholdersShareholders; (kxii) Consult with the Company’s officers and the Board and assist the Board in evaluating and obtaining Obtain adequate insurance coverage based upon risk management determinations; (lxiii) Evaluate various liquidity events when appropriate; (xiv) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the CompanyGSD, as well as managing compliance with such matters, including but not limited to compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002; (mxv) Consult with the Company’s officers and the Board relating Subject to the corporate terms of the Articles of Organization and Operating Agreement, maintain governance structure and appropriate policies and procedures related thereto; (nxvi) Perform all applicable reporting, record keeping, internal controls and similar matters in a manner to allow the Company GSD to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (pxvii) Do all things necessary to assure its ability to render the services described in this Agreement.