Common use of Asset Management Fees Clause in Contracts

Asset Management Fees. (i) Except as provided in Sections 8.02(ii) and 8.02(iii) hereof, the Company shall pay the Advisor as compensation for the services described in Section 3.03 hereof a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfth of 0.75% of the sum of the Cost of Real Estate Investments and the Cost of Loans and other Permitted Investments. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable period. The Asset Management Fee shall be payable on the last day of such month, or the first business day following the last day of such month. The Asset Management Fee may or may not be taken, in whole or in part, as to any period in the sole discretion of the Advisor. All or any portion of the Asset Management Fees not paid as to any period shall be deferred without interest and may be taken in such other fiscal period as the Advisor shall determine. (ii) The Asset Management Fee described in Section 8.02(i) hereof is not payable with respect to the Company’s investment in the New Leaf – KBS JV, LLC and Cost of Real Estate Investments as used in Section 8.02(i) shall not include the Company’s allocable portion of its investment in the New Leaf – KBS JV, LLC. Instead, and except as provided in Section 8.02(iii) hereof, with respect to the Company’s investment in the New Leaf – KBS JV, LLC, the Company shall pay the Advisor a separate management fee (the “New Leaf-KBS Management Fee”). The New Leaf-KBS Management Fee shall be a monthly fee in an amount equal to 1/12 of 0.27% of Cost of JV Investment. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the New Leaf-KBS Management Fee for the applicable period. The New Leaf-KBS Management Fee shall be payable on the last day of such month, or the first business day following the last day of such month. The New Leaf-KBS Management Fee may or may not be taken, in whole or in part, as to any period in the sole discretion of the Advisor. All or any portion of the New Leaf-KBS Management Fee not paid as to any period shall be deferred without interest and may be taken in such other fiscal period as the Advisor shall determine. In addition, if at any time during the Company’s ownership of an interest in the New Leaf – KBS JV, LLC, the Company’s Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation exceed an amount that is equal to a 7.0% cumulative, non-compounded, annual return on Invested Capital for the Company’s Stockholders for the period from July 18, 2006 through the date of such reimbursement (the “7% Return”), then as of the date of such calculation the Advisor shall earn a fee (the “Performance Fee”) in an amount that would make the Advisor’s cumulative fees related to the Company’s investment in the New Leaf – KBS JV, LLC (including the New Leaf-KBS Management Fee set forth above and any Performance Fee amounts already paid) equal to 0.75% of the Cost of JV Investment on an annualized basis from the date of the Company’s investment in the New Leaf – KBS JV, LLC through the date of calculation, provided that on any calculation date the Advisor shall earn only the portion of this amount that is available from the Company’s positive Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation less the 7% Return. Notwithstanding anything contained in this Section 8.02(ii), no Performance Fee will be earned unless and until the Advance described in Article 16 hereof, as amended in the future, has been repaid in full. Notwithstanding anything in this Agreement to the contrary, (i) the Advisor, on behalf of itself and its affiliates, and its and their respective successors and assigns, as of March 20, 2012, waived the Company’s obligation to pay the Performance Fee, now or in the future, to the Advisor; and (ii) as of March 20, 2012, all provisions of this Section 8.02(ii), other than this sentence, and all other references to Section 8.02(ii) in this Agreement became of no further force and effect. (iii) Notwithstanding anything contained in Sections 8.02(i) and 8.02(ii) to the contrary, a Property, Loan or other Permitted Investment that has suffered an impairment in value, reduction in cash flow or other negative circumstances may either be excluded from the calculation of the Cost of Real Estate Investments, the Cost of Loans and other Permitted Investments or the Cost of JV Investment or included in such calculation at a reduced value that is recommended by the Advisor and the Company’s management and then approved by a majority of the Company’s independent directors, and the resulting change in the fee with respect to such investment will be applicable upon the earlier to occur of the date on which (i) such investment is sold, (ii) such investment is surrendered to a Person other than the Company, its direct or indirect wholly owned subsidiary or a Joint Venture or partnership in which the Company has an interest, (iii) the Advisor determines that it will no longer pursue collection or other remedies related to such investment, or (iv) the Advisor recommends a revised fee arrangement with respect to such investment.

Asset Management Fees. (i) Except as provided in Sections 8.02(ii) and 8.02(iii) hereof, the The Company shall pay the Advisor as compensation for the services described in Section 3.03 hereof a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfth of 0.751.0% of the sum of the Cost of Real Estate Investments and Investments, as of the Cost end of Loans and the current month subject to the following adjustments: (a) For any month in which a Property, Loan or other Permitted InvestmentsInvestment is disposed of, the Company shall prorate the portion of the Asset Management Fee related to that specific Property, Loan, or other Permitted Investment by using a numerator equal to the number of days owned during the month of disposal, divided by a denominator equal to the total number of days in such month and add the resulting amount to the fee due for such month; and (b) For any month in which a Property, Loan or other Permitted Investment is acquired, the Company shall prorate the portion of the Asset Management Fee related to that specific Property, Loan, or other Permitted Investment by using a numerator equal to the number of days in the month less the number of days owned during the month (including the full day of closing), divided by a denominator equal to the total number of days in such month and deduct the resulting amount from the fee due for such month. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable period. The Generally, the Asset Management Fee payable to the Advisor for any month shall be payable paid on the last day of such month, or within the first three business day days following the last day of such month. As an example, the Asset Management Fee calculated with respect to the Property, Loans, or other Permitted Investments owned at the end of the month of January shall be due and payable between January 31 and the third business day of February in any year. The Asset Management Fee may or may not be taken, in whole or in part, as to any period year in the sole discretion of the Advisor. All or any portion of the Asset Management Fees not paid taken as to any period fiscal year shall be deferred without interest and may be taken paid in such other fiscal period year as the Advisor shall determine. (ii) The Asset Management Fee described in Section 8.02(i) hereof is not payable with respect to the Company’s investment in the New Leaf – KBS JV, LLC and Cost of Real Estate Investments as used in Section 8.02(i) shall not include the Company’s allocable portion of its investment in the New Leaf – KBS JV, LLC. Instead, and except as provided in Section 8.02(iii) hereof, with respect to the Company’s investment in the New Leaf – KBS JV, LLC, the Company shall pay the Advisor a separate management fee (the “New Leaf-KBS Management Fee”). The New Leaf-KBS Management Fee shall be a monthly fee in an amount equal to 1/12 of 0.27% of Cost of JV Investment. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the New Leaf-KBS Management Fee for the applicable period. The New Leaf-KBS Management Fee shall be payable on the last day of such month, or the first business day following the last day of such month. The New Leaf-KBS Management Fee may or may not be taken, in whole or in part, as to any period in the sole discretion of the Advisor. All or any portion of the New Leaf-KBS Management Fee not paid as to any period shall be deferred without interest and may be taken in such other fiscal period as the Advisor shall determine. In addition, if at any time during the Company’s ownership of an interest in the New Leaf – KBS JV, LLC, the Company’s Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation exceed an amount that is equal to a 7.0% cumulative, non-compounded, annual return on Invested Capital for the Company’s Stockholders for the period from July 18, 2006 through the date of such reimbursement (the “7% Return”), then as of the date of such calculation the Advisor shall earn a fee (the “Performance Fee”) in an amount that would make the Advisor’s cumulative fees related to the Company’s investment in the New Leaf – KBS JV, LLC (including the New Leaf-KBS Management Fee set forth above and any Performance Fee amounts already paid) equal to 0.75% of the Cost of JV Investment on an annualized basis from the date of the Company’s investment in the New Leaf – KBS JV, LLC through the date of calculation, provided that on any calculation date the Advisor shall earn only the portion of this amount that is available from the Company’s positive Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation less the 7% Return. Notwithstanding anything contained in this Section 8.02(ii), no Performance Fee will be earned unless and until the Advance described in Article 16 hereof, as amended in the future, has been repaid in full. Notwithstanding anything in this Agreement to the contrary, (i) the Advisor, on behalf of itself and its affiliates, and its and their respective successors and assigns, as of March 20, 2012, waived the Company’s obligation to pay the Performance Fee, now or in the future, to the Advisor; and (ii) as of March 20, 2012, all provisions of this Section 8.02(ii), other than this sentence, and all other references to Section 8.02(ii) in this Agreement became of no further force and effect. (iii) Notwithstanding anything contained in Sections 8.02(i) and 8.02(ii) to the contrary, a Property, Loan or other Permitted Investment that has suffered an impairment in value, reduction in cash flow or other negative circumstances may either be excluded from the calculation of the Cost of Real Estate Investments, the Cost of Loans and other Permitted Investments or the Cost of JV Investment or included in such calculation at a reduced value that is recommended by the Advisor and the Company’s management and then approved by a majority of the Company’s independent directors, and the resulting change in the fee with respect to such investment will be applicable upon the earlier to occur of the date on which (i) such investment is sold, (ii) such investment is surrendered to a Person other than the Company, its direct or indirect wholly owned subsidiary or a Joint Venture or partnership in which the Company has an interest, (iii) the Advisor determines that it will no longer pursue collection or other remedies related to such investment, or (iv) the Advisor recommends a revised fee arrangement with respect to such investment.

Asset Management Fees. (i) Except as provided in Sections 8.02(ii) and 8.02(iii) hereof, the The Company shall pay the Advisor as compensation for the services described in Section 3.03 hereof a monthly fee (the “Asset Management Fee”) in an amount equal to: (a) Prior to the Company’s reporting of NAV, one-twelfth of 0.751.0% of the sum of the Cost of Real Estate Investments and Investments, as of the Cost end of Loans and the current month. (b) After the Company’s reporting of NAV, one-twelfth of 1.0% of the Appraised Asset Values. The asset management fees payable pursuant to (a) or (b) above are subject to the following adjustments: (1) For any month in which a Property, Loan or other Permitted InvestmentsInvestment is disposed of, the Company shall prorate the portion of the Asset Management Fee related to that specific Property, Loan, or other Permitted Investment by using a numerator equal to the number of days owned during the month of disposal, divided by a denominator equal to the total number of days in such month and add the resulting amount to the fee due for such month; and (2) For any month in which a Property, Loan or other Permitted Investment is acquired, the Company shall prorate the portion of the Asset Management Fee related to that specific Property, Loan, or other Permitted Investment by using a numerator equal to the number of days in the month less the number of days owned during the month (including the full day of closing), divided by a denominator equal to the total number of days in such month and deduct the resulting amount from the fee due for such month. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable period. The Generally, the Asset Management Fee payable to the Advisor for any month shall be payable paid on the last day of such month, or within the first three business day days following the last day of such month. As an example, the Asset Management Fee calculated with respect to the Property, Loans, or other Permitted Investments owned at the end of the month of January shall be due and payable between January 31 and the third business day of February in any year. The Asset Management Fee may or may not be taken, in whole or in part, as to any period year in the sole discretion of the Advisor. All or any portion of the Asset Management Fees not paid taken as to any period fiscal year shall be deferred without interest and may be taken paid in such other fiscal period year as the Advisor shall determine. (ii) The Asset Management Fee described in Section 8.02(i) hereof is not payable with respect to the Company’s investment in the New Leaf – KBS JV, LLC and Cost of Real Estate Investments as used in Section 8.02(i) shall not include the Company’s allocable portion of its investment in the New Leaf – KBS JV, LLC. Instead, and except as provided in Section 8.02(iii) hereof, with respect to the Company’s investment in the New Leaf – KBS JV, LLC, the Company shall pay the Advisor a separate management fee (the “New Leaf-KBS Management Fee”). The New Leaf-KBS Management Fee shall be a monthly fee in an amount equal to 1/12 of 0.27% of Cost of JV Investment. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the New Leaf-KBS Management Fee for the applicable period. The New Leaf-KBS Management Fee shall be payable on the last day of such month, or the first business day following the last day of such month. The New Leaf-KBS Management Fee may or may not be taken, in whole or in part, as to any period in the sole discretion of the Advisor. All or any portion of the New Leaf-KBS Management Fee not paid as to any period shall be deferred without interest and may be taken in such other fiscal period as the Advisor shall determine. In addition, if at any time during the Company’s ownership of an interest in the New Leaf – KBS JV, LLC, the Company’s Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation exceed an amount that is equal to a 7.0% cumulative, non-compounded, annual return on Invested Capital for the Company’s Stockholders for the period from July 18, 2006 through the date of such reimbursement (the “7% Return”), then as of the date of such calculation the Advisor shall earn a fee (the “Performance Fee”) in an amount that would make the Advisor’s cumulative fees related to the Company’s investment in the New Leaf – KBS JV, LLC (including the New Leaf-KBS Management Fee set forth above and any Performance Fee amounts already paid) equal to 0.75% of the Cost of JV Investment on an annualized basis from the date of the Company’s investment in the New Leaf – KBS JV, LLC through the date of calculation, provided that on any calculation date the Advisor shall earn only the portion of this amount that is available from the Company’s positive Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation less the 7% Return. Notwithstanding anything contained in this Section 8.02(ii), no Performance Fee will be earned unless and until the Advance described in Article 16 hereof, as amended in the future, has been repaid in full. Notwithstanding anything in this Agreement to the contrary, (i) the Advisor, on behalf of itself and its affiliates, and its and their respective successors and assigns, as of March 20, 2012, waived the Company’s obligation to pay the Performance Fee, now or in the future, to the Advisor; and (ii) as of March 20, 2012, all provisions of this Section 8.02(ii), other than this sentence, and all other references to Section 8.02(ii) in this Agreement became of no further force and effect. (iii) Notwithstanding anything contained in Sections 8.02(i) and 8.02(ii) to the contrary, a Property, Loan or other Permitted Investment that has suffered an impairment in value, reduction in cash flow or other negative circumstances may either be excluded from the calculation of the Cost of Real Estate Investments, the Cost of Loans and other Permitted Investments or the Cost of JV Investment or included in such calculation at a reduced value that is recommended by the Advisor and the Company’s management and then approved by a majority of the Company’s independent directors, and the resulting change in the fee with respect to such investment will be applicable upon the earlier to occur of the date on which (i) such investment is sold, (ii) such investment is surrendered to a Person other than the Company, its direct or indirect wholly owned subsidiary or a Joint Venture or partnership in which the Company has an interest, (iii) the Advisor determines that it will no longer pursue collection or other remedies related to such investment, or (iv) the Advisor recommends a revised fee arrangement with respect to such investment.

Asset Management Fees. (i) Except as provided in Sections 8.02(ii) and 8.02(iii) hereof, the The Company shall pay the Advisor as compensation for the services described in Section 3.03 hereof a monthly fee (the “Asset Management Fee”) in an amount equal to the lesser of one-twelfth of 0.75(a) 1.0% of the sum of the Cost of Real Estate Investments and the Cost of Loans and other Permitted Investments; and (b) 2.0% of the sum of (A) the Cost of Real Estate Investments less the amount of any debt financing secured by, or attributable to, the Properties as of the date of computation hereunder and (B) the Cost of other Permitted Investments less the amount of any debt financing secured by, or attributable to, such investments as of the date of computation hereunder. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable period. The Generally, the Asset Management Fee payable to the Advisor shall be payable paid on the last day of such month, or the first business day following the last day of such month. The However, the Asset Management Fee may or may not be taken, in whole or in part, as to any period year in the sole discretion of the Advisor. All or any portion of the Asset Management Fees not paid taken as to any period fiscal year shall be deferred without interest and may be taken paid in such other fiscal period year as the Advisor shall determine. (ii) The Deferral of Asset Management Fee described in Fee: (a) Notwithstanding the provisions of Section 8.02(i) hereof is not payable with respect to the Company’s investment in the New Leaf – KBS JV, LLC and Cost of Real Estate Investments as used in Section 8.02(i) shall not include the Company’s allocable portion of its investment in the New Leaf – KBS JV, LLC. Instead, and except as provided in Section 8.02(iii) hereof8.03(i), with respect to the Company’s investment in the New Leaf – KBS JV, LLC, the Company shall pay the Advisor a separate management fee (the “New Leaf-KBS Asset Management Fee”). The New Leaf-KBS Management Fee shall be a monthly fee in an amount equal to 1/12 of 0.27% of Cost of JV Investment. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the New Leaf-KBS Management Fee for the applicable period. The New Leaf-KBS Management Fee shall be payable on the last day of such month, or the first business day following the last day of such month. The New Leaf-KBS Management Fee may or may not be taken, in whole or in part, as to any period in the sole discretion of the Advisor. All or any portion of the New Leaf-KBS Management Fee not paid as to any period shall be deferred without interest and may be taken in such other fiscal period as the Advisor shall determine. In addition, if at any time during the Company’s ownership of an interest in the New Leaf – KBS JV, LLC, the Company’s Funds Fees accruing from Operations for the period commencing January February 1, 2006 2013 through the date of any such calculation exceed an amount that is equal to a 7.0% cumulativeJuly 31, non-compounded2013, annual return on Invested Capital for the Company’s Stockholders for the period from July 18, 2006 through the date of such reimbursement (the “7% Return”), then as of the date of such calculation the Advisor shall earn a fee (the “Performance Fee”) in an amount that would make the Advisor’s cumulative fees related to the Company’s investment in the New Leaf – KBS JV, LLC (including the New Leaf-KBS Management Fee set forth above and any Performance Fee amounts already paid) equal to 0.75% of the Cost of JV Investment on an annualized basis from the date of the Company’s investment in the New Leaf – KBS JV, LLC through the date of calculation, provided that on any calculation date the Advisor shall earn only the portion of this amount that is available from the Company’s positive Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation less the 7% Return. Notwithstanding anything contained in this Section 8.02(ii), no Performance Fee will be earned unless and until the Advance described in Article 16 hereof, as amended in the future, has been repaid in full. Notwithstanding anything in this Agreement to the contrary, (i) the Advisor, on behalf of itself and its affiliates, and its and their respective successors and assigns, as of March 20, 2012, waived hereby defers the Company’s obligation to pay such Asset Management Fees. Advisor further agrees that the Performance FeeCompany will only be obligated to pay the Advisor such deferred amounts if and to the extent that the Company’s funds from operations, now or as such term is defined by NAREIT and interpreted by the Company, as adjusted for the effects of straight-line rents and acquisition costs and expenses (“AFFO”) for the immediately preceding month exceeds the amount of distributions declared for record dates of such prior month (an “AFFO Surplus”). The amount of any AFFO Surplus in a given month shall be applied first to pay to the Advisor Asset Management Fees currently due with respect to such month (including any that would otherwise have been deferred for that month in accordance with this Amendment), and then to pay Asset Management Fees previously deferred by the Advisor in accordance with this Amendment. (b) Notwithstanding anything contained in Section 8.03(ii)(a) herein to the contrary, any and all deferred Asset Management Fees that are unpaid shall be immediately due and payable at such time as the owners of all outstanding Shares have received Distributions in an aggregate amount equal to the sum of: i. the Stockholders’ 8% Return and ii. Invested Capital. When determining whether the above threshold has been met: (1) Any stock dividend shall not be included as a Distribution; and (2) Distributions paid on Shares redeemed by the Company (and thus no longer included in the futuredetermination of Invested Capital), shall not be included as a Distribution. (c) The Advisor acknowledges and agrees that no interest shall accrue on the deferred amounts. To the extent payment of any deferred amount is due to the Advisor; and (ii) as Advisor hereunder, the Company shall pay the Advisor no later than the last business day of March 20the month in which the amount of such payment is determined, 2012, all provisions or the first business day of this Section 8.02(ii), other than this sentence, and all other references to Section 8.02(ii) in this Agreement became of no further force and effectthe following month. (iii) Additional Deferral of Asset Management Fee: (a) Notwithstanding the provisions of Section 8.03(i), with respect to Asset Management Fees accruing from August 1, 2013, the Advisor, on behalf of itself and its affiliates, and its and their respective successors and assigns, hereby defers the Company’s obligation to pay an Asset Management Fee for any month in which the Company’s modified funds from operations (“MFFO”), as such term is defined in the practice guideline issued by the Investment Program Association (“IPA”) in November 2010 and interpreted by the Company, excluding the Asset Management Fee, does not exceed the amount of distributions declared by the Company for record dates of that month. The Company remains obligated to pay the Advisor an Asset Management Fee in any month in which MFFO, excluding the Asset Management Fee, for such month exceeds the amount of distributions declared for the record dates of that month (such excess amount, an “MFFO Surplus”); provided however, that any amount of such Asset Management Fee in excess of the MFFO Surplus will also be deferred in accordance with this Section 8.03(iii). If the MFFO Surplus for any month exceeds the amount of the Asset Management Fee payable for such month, any remaining MFFO Surplus will be retained by the Company and will not be applied to pay Asset Management Fee amounts previously deferred hereunder, except as provided under Section 8.03(iii)(b). (b) Notwithstanding anything contained in Sections 8.02(i) and 8.02(iiSection 8.03(iii)(a) to the contrary, any and all deferred Asset Management Fees that are unpaid shall be immediately due and payable at such time as the owners of all outstanding Shares have received Distributions in an aggregate amount equal to the sum of: i. the Stockholders’ 8% Return and ii. Invested Capital. When determining whether the above threshold has been met: (1) Any stock dividend shall not be included as a PropertyDistribution; and (2) Distributions paid on Shares redeemed by the Company (and thus no longer included in the determination of Invested Capital), Loan or other Permitted Investment shall not be included as a Distribution. (c) The Advisor acknowledges and agrees that has suffered an impairment in valueno interest shall accrue on the deferred amounts. To the extent payment of any deferred amount is due to the Advisor hereunder, reduction in cash flow or other negative circumstances may either be excluded from the calculation Company shall pay the Advisor no later than the last business day of the Cost of Real Estate Investments, the Cost of Loans and other Permitted Investments or the Cost of JV Investment or included in such calculation at a reduced value that is recommended by the Advisor and the Company’s management and then approved by a majority of the Company’s independent directors, and the resulting change in the fee with respect to such investment will be applicable upon the earlier to occur of the date on which (i) such investment is sold, (ii) such investment is surrendered to a Person other than the Company, its direct or indirect wholly owned subsidiary or a Joint Venture or partnership month in which the Company has an interest, (iii) the Advisor determines that it will no longer pursue collection or other remedies related to amount of such investmentpayment is determined, or (iv) the Advisor recommends a revised fee arrangement with respect to such investmentfirst business day of the following month.

Asset Management Fees. (i) Except as provided in Sections 8.02(ii) and 8.02(iii) hereof, the The Company shall pay the Advisor as compensation for the services described in Section 3.03 hereof a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfth of 0.75% of the sum Cost of Investments, as of the Cost end of Real Estate Investments and the Cost of Loans and current month subject to the following adjustments: (a) For any month in which a Property, Loan or other Permitted InvestmentsInvestment is disposed of, the Company shall prorate the portion of the Asset Management Fee related to that specific Property, Loan or other Permitted Investment by using a numerator equal to the number of days owned during the month of disposal, divided by a denominator equal to the total number of days in such month and add the resulting amount to the fee due for such month; and (b) For any month in which a Property, Loan or other Permitted Investment is acquired, the Company shall prorate the portion of the Asset Management Fee related to that specific Property, Loan or other Permitted Investment by using a numerator equal to the number of days in the month less the number of days owned during the month (including the full day of closing), divided by a denominator equal to the total number of days in such month and deduct the resulting amount from the fee due for such month. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable period. The Generally, the Asset Management Fee payable to the Advisor for any month shall be payable paid on the last day of such month, or within the first three business day days following the last day of such month. As an example, the Asset Management Fee calculated with respect to the Property, Loans, or other Permitted Investments owned at the end of the month of January shall be due and payable between January 31 and the third business day of February in any year. The Asset Management Fee may or may not be taken, in whole or in part, as to any period year in the sole discretion of the Advisor. All or any portion of the Asset Management Fees not paid taken as to any period fiscal year shall be deferred without interest and may be taken paid in such other fiscal period year as the Advisor shall determine. (ii) The Asset Management Fee described in Section 8.02(i) hereof is not payable with respect to the Company’s investment in the New Leaf – KBS JV, LLC and Cost of Real Estate Investments as used in Section 8.02(i) shall not include the Company’s allocable portion of its investment in the New Leaf – KBS JV, LLC. Instead, and except as provided in Section 8.02(iii) hereof, with respect to the Company’s investment in the New Leaf – KBS JV, LLC, the Company shall pay the Advisor a separate management fee (the “New Leaf-KBS Management Fee”). The New Leaf-KBS Management Fee shall be a monthly fee in an amount equal to 1/12 of 0.27% of Cost of JV Investment. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the New Leaf-KBS Management Fee for the applicable period. The New Leaf-KBS Management Fee shall be payable on the last day of such month, or the first business day following the last day of such month. The New Leaf-KBS Management Fee may or may not be taken, in whole or in part, as to any period in the sole discretion of the Advisor. All or any portion of the New Leaf-KBS Management Fee not paid as to any period shall be deferred without interest and may be taken in such other fiscal period as the Advisor shall determine. In addition, if at any time during the Company’s ownership of an interest in the New Leaf – KBS JV, LLC, the Company’s Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation exceed an amount that is equal to a 7.0% cumulative, non-compounded, annual return on Invested Capital for the Company’s Stockholders for the period from July 18, 2006 through the date of such reimbursement (the “7% Return”), then as of the date of such calculation the Advisor shall earn a fee (the “Performance Fee”) in an amount that would make the Advisor’s cumulative fees related to the Company’s investment in the New Leaf – KBS JV, LLC (including the New Leaf-KBS Management Fee set forth above and any Performance Fee amounts already paid) equal to 0.75% of the Cost of JV Investment on an annualized basis from the date of the Company’s investment in the New Leaf – KBS JV, LLC through the date of calculation, provided that on any calculation date the Advisor shall earn only the portion of this amount that is available from the Company’s positive Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation less the 7% Return. Notwithstanding anything contained in this Section 8.02(ii), no Performance Fee will be earned unless and until the Advance described in Article 16 hereof, as amended in the future, has been repaid in full. Notwithstanding anything in this Agreement to the contrary, (i) the Advisor, on behalf of itself and its affiliates, and its and their respective successors and assigns, as of March 20, 2012, waived the Company’s obligation to pay the Performance Fee, now or in the future, to the Advisor; and (ii) as of March 20, 2012, all provisions of this Section 8.02(ii), other than this sentence, and all other references to Section 8.02(ii) in this Agreement became of no further force and effect. (iii) Notwithstanding anything contained in Sections 8.02(i) and 8.02(ii) to the contrary, a Property, Loan or other Permitted Investment that has suffered an impairment in value, reduction in cash flow or other negative circumstances may either be excluded from the calculation of the Cost of Real Estate Investments, the Cost of Loans and other Permitted Investments or the Cost of JV Investment or included in such calculation at a reduced value that is recommended by the Advisor and the Company’s management and then approved by a majority of the Company’s independent directors, and the resulting change in the fee with respect to such investment will be applicable upon the earlier to occur of the date on which (i) such investment is sold, (ii) such investment is surrendered to a Person other than the Company, its direct or indirect wholly owned subsidiary or a Joint Venture or partnership in which the Company has an interest, (iii) the Advisor determines that it will no longer pursue collection or other remedies related to such investment, or (iv) the Advisor recommends a revised fee arrangement with respect to such investment.

Asset Management Fees. (i) Except as provided in Sections 8.02(ii) and 8.02(iii) hereof, the The Company shall pay the Advisor as compensation for the services described in Section 3.03 hereof a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfth of 0.751.0% of the sum higher of the Cost of Real Estate Investments and or the Cost Independently Appraised Value of Loans and Investments, as of the end of the current month subject to the following adjustments: (a) For any month in which a Property, Loan or other Permitted InvestmentsInvestment is disposed of, the Company shall prorate the portion of the Asset Management Fee related to that specific Property, Loan, or other Permitted Investment by using a numerator equal to the number of days owned during the month of disposal, divided by a denominator equal to the total number of days in such month and add the resulting amount to the fee due for such month; and (b) For any month in which a Property, Loan or other Permitted Investment is acquired, the Company shall prorate the portion of the Asset Management Fee related to that specific Property, Loan, or other Permitted Investment by using a numerator equal to the number of days in the month less the number of days owned during the month (including the full day of closing), divided by a denominator equal to the total number of days in such month and deduct the resulting amount from the fee due for such month. The Advisor shall submit a monthly invoice to the Company, Company accompanied by a computation of the Asset Management Fee for the applicable period. The Generally, the Asset Management Fee payable to the Advisor for any month shall be payable paid on the last day of such month, month or within the first three business day days following the last day of such month. As an example, the Asset Management Fee calculated with respect to the Property, Loans, or other Permitted Investments owned at the end of the month of January shall be due and payable between January 31 and the third business day of February in any year. The Asset Management Fee may or may not be taken, in whole or in part, as to any period year in the sole discretion of the Advisor. All or any portion of the Asset Management Fees not paid taken as to any period fiscal year shall be deferred without interest and may be taken paid in such other fiscal period year as the Advisor shall determine. (ii) The Asset Management Fee described in Section 8.02(i) hereof is not payable with respect to the Company’s investment in the New Leaf – KBS JV, LLC and Cost of Real Estate Investments as used in Section 8.02(i) shall not include the Company’s allocable portion of its investment in the New Leaf – KBS JV, LLC. Instead, and except as provided in Section 8.02(iii) hereof, with respect to the Company’s investment in the New Leaf – KBS JV, LLC, the Company shall pay the Advisor a separate management fee (the “New Leaf-KBS Management Fee”). The New Leaf-KBS Management Fee shall be a monthly fee in an amount equal to 1/12 of 0.27% of Cost of JV Investment. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the New Leaf-KBS Management Fee for the applicable period. The New Leaf-KBS Management Fee shall be payable on the last day of such month, or the first business day following the last day of such month. The New Leaf-KBS Management Fee may or may not be taken, in whole or in part, as to any period in the sole discretion of the Advisor. All or any portion of the New Leaf-KBS Management Fee not paid as to any period shall be deferred without interest and may be taken in such other fiscal period as the Advisor shall determine. In addition, if at any time during the Company’s ownership of an interest in the New Leaf – KBS JV, LLC, the Company’s Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation exceed an amount that is equal to a 7.0% cumulative, non-compounded, annual return on Invested Capital for the Company’s Stockholders for the period from July 18, 2006 through the date of such reimbursement (the “7% Return”), then as of the date of such calculation the Advisor shall earn a fee (the “Performance Fee”) in an amount that would make the Advisor’s cumulative fees related to the Company’s investment in the New Leaf – KBS JV, LLC (including the New Leaf-KBS Management Fee set forth above and any Performance Fee amounts already paid) equal to 0.75% of the Cost of JV Investment on an annualized basis from the date of the Company’s investment in the New Leaf – KBS JV, LLC through the date of calculation, provided that on any calculation date the Advisor shall earn only the portion of this amount that is available from the Company’s positive Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation less the 7% Return. Notwithstanding anything contained in this Section 8.02(ii), no Performance Fee will be earned unless and until the Advance described in Article 16 hereof, as amended in the future, has been repaid in full. Notwithstanding anything in this Agreement to the contrary, (i) the Advisor, on behalf of itself and its affiliates, and its and their respective successors and assigns, as of March 20, 2012, waived the Company’s obligation to pay the Performance Fee, now or in the future, to the Advisor; and (ii) as of March 20, 2012, all provisions of this Section 8.02(ii), other than this sentence, and all other references to Section 8.02(ii) in this Agreement became of no further force and effect. (iii) Notwithstanding anything contained in Sections 8.02(i) and 8.02(ii) to the contrary, a Property, Loan or other Permitted Investment that has suffered an impairment in value, reduction in cash flow or other negative circumstances may either be excluded from the calculation of the Cost of Real Estate Investments, the Cost of Loans and other Permitted Investments or the Cost of JV Investment or included in such calculation at a reduced value that is recommended by the Advisor and the Company’s management and then approved by a majority of the Company’s independent directors, and the resulting change in the fee with respect to such investment will be applicable upon the earlier to occur of the date on which (i) such investment is sold, (ii) such investment is surrendered to a Person other than the Company, its direct or indirect wholly owned subsidiary or a Joint Venture or partnership in which the Company has an interest, (iii) the Advisor determines that it will no longer pursue collection or other remedies related to such investment, or (iv) the Advisor recommends a revised fee arrangement with respect to such investment.

Asset Management Fees. (i) Except as provided in Sections 8.02(ii) and 8.02(iii) hereof, the The Company shall pay the Advisor as compensation for the services described in Section 3.03 hereof a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfth of 0.751.25% of the sum of the Cost of Real Estate Investments and Investments, as of the Cost end of Loans and the current month subject to the following adjustments: (a) For any month in which a Property, Loan or other Permitted InvestmentsInvestment is disposed of, the Company shall prorate the portion of the Asset Management Fee related to that specific Property, Loan, or other Permitted Investment by using a numerator equal to the number of days owned during the month of disposal, divided by a denominator equal to the total number of days in such month and add the resulting amount to the fee due for such month; and (b) For any month in which a Property, Loan or other Permitted Investment is acquired, the Company shall prorate the portion of the Asset Management Fee related to that specific Property, Loan, or other Permitted Investment by using a numerator equal to the number of days in the month less the number of days owned during the month (including the full day of closing), divided by a denominator equal to the total number of days in such month and deduct the resulting amount from the fee due for such month. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable period. The Generally, the Asset Management Fee payable to the Advisor for any month shall be payable paid on the last day of such month, or within the first three business day days following the last day of such month. The As an example, the Asset Management Fee may or may not be taken, in whole or in part, as to any period in the sole discretion of the Advisor. All or any portion of the Asset Management Fees not paid as to any period shall be deferred without interest and may be taken in such other fiscal period as the Advisor shall determine. (ii) The Asset Management Fee described in Section 8.02(i) hereof is not payable calculated with respect to the Company’s investment in the New Leaf – KBS JV, LLC and Cost of Real Estate Investments as used in Section 8.02(i) shall not include the Company’s allocable portion of its investment in the New Leaf – KBS JV, LLC. Instead, and except as provided in Section 8.02(iii) hereof, with respect to the Company’s investment in the New Leaf – KBS JV, LLC, the Company shall pay the Advisor a separate management fee (the “New Leaf-KBS Management Fee”). The New Leaf-KBS Management Fee shall be a monthly fee in an amount equal to 1/12 of 0.27% of Cost of JV Investment. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the New Leaf-KBS Management Fee for the applicable period. The New Leaf-KBS Management Fee shall be payable on the last day of such month, or the first business day following the last day of such month. The New Leaf-KBS Management Fee may or may not be taken, in whole or in part, as to any period in the sole discretion of the Advisor. All or any portion of the New Leaf-KBS Management Fee not paid as to any period shall be deferred without interest and may be taken in such other fiscal period as the Advisor shall determine. In addition, if at any time during the Company’s ownership of an interest in the New Leaf – KBS JV, LLC, the Company’s Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation exceed an amount that is equal to a 7.0% cumulative, non-compounded, annual return on Invested Capital for the Company’s Stockholders for the period from July 18, 2006 through the date of such reimbursement (the “7% Return”), then as of the date of such calculation the Advisor shall earn a fee (the “Performance Fee”) in an amount that would make the Advisor’s cumulative fees related to the Company’s investment in the New Leaf – KBS JV, LLC (including the New Leaf-KBS Management Fee set forth above and any Performance Fee amounts already paid) equal to 0.75% of the Cost of JV Investment on an annualized basis from the date of the Company’s investment in the New Leaf – KBS JV, LLC through the date of calculation, provided that on any calculation date the Advisor shall earn only the portion of this amount that is available from the Company’s positive Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation less the 7% Return. Notwithstanding anything contained in this Section 8.02(ii), no Performance Fee will be earned unless and until the Advance described in Article 16 hereof, as amended in the future, has been repaid in full. Notwithstanding anything in this Agreement to the contrary, (i) the Advisor, on behalf of itself and its affiliates, and its and their respective successors and assigns, as of March 20, 2012, waived the Company’s obligation to pay the Performance Fee, now or in the future, to the Advisor; and (ii) as of March 20, 2012, all provisions of this Section 8.02(ii), other than this sentence, and all other references to Section 8.02(ii) in this Agreement became of no further force and effect. (iii) Notwithstanding anything contained in Sections 8.02(i) and 8.02(ii) to the contrary, a Property, Loan Loans, or other Permitted Investment that has suffered an impairment in value, reduction in cash flow or other negative circumstances may either be excluded from Investments owned at the calculation end of the Cost month of Real Estate Investments, the Cost of Loans January shall be due and other Permitted Investments or the Cost of JV Investment or included in such calculation at a reduced value that is recommended by the Advisor payable between January 31 and the Company’s management and then approved by a majority third business day of the Company’s independent directors, and the resulting change February in the fee with respect to such investment will be applicable upon the earlier to occur of the date on which (i) such investment is sold, (ii) such investment is surrendered to a Person other than the Company, its direct or indirect wholly owned subsidiary or a Joint Venture or partnership in which the Company has an interest, (iii) the Advisor determines that it will no longer pursue collection or other remedies related to such investment, or (iv) the Advisor recommends a revised fee arrangement with respect to such investmentany year.

Asset Management Fees. (i) Except as provided in Sections 8.02(ii) and 8.02(iii) hereof, the Company shall pay the Advisor as compensation for the services described in Section 3.03 hereof a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfth of 0.75% of the sum of the Cost of Real Estate Investments and the Cost of Loans and other Permitted Investments. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable period. The Asset Management Fee shall be payable on the last day of such month, or the first business day following the last day of such month. The Asset Management Fee may or may not be taken, in whole or in part, as to any period in the sole discretion of the Advisor. All or any portion of the Asset Management Fees not paid as to any period shall be deferred without interest and may be taken in such other fiscal period as the Advisor shall determine. (ii) The Asset Management Fee described in Section 8.02(i) hereof is not payable with respect to the Company’s investment in the New Leaf – KBS JV, LLC and Cost of Real Estate Investments as used in Section 8.02(i) shall not include the Company’s allocable portion of its investment in the New Leaf – KBS JV, LLC. Instead, and except as provided in Section 8.02(iii) hereof, with respect to the Company’s investment in the New Leaf – KBS JV, LLC, the Company shall pay the Advisor a separate management fee (the “New Leaf-KBS Management Fee”). The New Leaf-KBS Management Fee shall be a monthly fee in an amount equal to 1/12 of 0.27% of Cost of JV Investment. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the New Leaf-KBS Management Fee for the applicable period. The New Leaf-KBS Management Fee shall be payable on the last day of such month, or the first business day following the last day of such month. The New Leaf-KBS Management Fee may or may not be taken, in whole or in part, as to any period in the sole discretion of the Advisor. All or any portion of the New Leaf-KBS Management Fee not paid as to any period shall be deferred without interest and may be taken in such other fiscal period as the Advisor shall determine. In addition, if at any time during the Company’s ownership of an interest in the New Leaf – KBS JV, LLC, the Company’s Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation exceed an amount that is equal to a 7.0% cumulative, non-compounded, annual return on Invested Capital for the Company’s Stockholders for the period from July 18, 2006 through the date of such reimbursement (the “7% Return”), then as of the date of such calculation the Advisor shall earn a fee (the “Performance Fee”) in an amount that would make the Advisor’s cumulative fees related to the Company’s investment in the New Leaf – KBS JV, LLC (including the New Leaf-KBS Management Fee set forth above and any Performance Fee amounts already paid) equal to 0.75% of the Cost of JV Investment on an annualized basis from the date of the Company’s investment in the New Leaf – KBS JV, LLC through the date of calculation, provided that on any calculation date the Advisor shall earn only the portion of this amount that is available from the Company’s positive Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation less the 7% Return. Notwithstanding anything contained in this Section 8.02(ii), no Performance Fee will be earned unless and until the Advance described in Article 16 hereof, as amended in the future, has been repaid in full. Notwithstanding anything in this Agreement to the contrary, (i) the Advisor, on behalf of itself and its affiliates, and its and their respective successors and assigns, as of March 20, 2012, waived the Company’s obligation to pay the Performance Fee, now or in the future, to the Advisor; and (ii) as of March 20, 2012, all provisions of this Section 8.02(ii), other than this sentence, and all other references to Section 8.02(ii) in this Agreement became of no further force and effect. (iii) Notwithstanding anything contained in Sections 8.02(i) and 8.02(ii) to the contrary, a PropertyProperty (including the New Leaf – KBS JV, LLC investment), Loan or other Permitted Investment that has suffered an impairment in value, reduction in cash flow or other negative circumstances may either be excluded from the calculation of the Cost of Real Estate Investments, the Cost of Loans and other Permitted Investments or the Cost of JV Investment or included in such calculation at a reduced value that is recommended by the Advisor and the Company’s management and then approved by a majority of the Company’s independent directors, and the resulting change in the fee with respect to such investment will be applicable upon the earlier to occur of the date on which (i) such investment is sold, (ii) such investment is surrendered to a Person other than the Company, its direct or indirect wholly owned subsidiary or a Joint Venture or partnership in which the Company has an interest, (iii) the Advisor determines that it will no longer pursue collection or other remedies related to such investment, or (iv) the Advisor recommends a revised fee arrangement with respect to such investment.

Asset Management Fees. (i) Except as provided in Sections 8.02(ii) and 8.02(iii) hereof, the The Company shall pay the Advisor as compensation for the services described in Section 3.03 hereof a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfth of 0.751.0% of (a) prior to the sum of date the Company first publishes its NAV, the Cost of Real Estate Investments Investments, without deduction for depreciation, bad debts or other non-cash reserves, as of the end of the current month and subject to the Cost of Loans adjustments below and (b) following the date the Company first publishes its NAV, the Appraised Value and subject to the adjustments below. For any month in which a Property, Loan or other Permitted InvestmentsInvestment is disposed of, the Company shall prorate the portion of the Asset Management Fee related to that specific Property, Loan or other Permitted Investment by using a numerator equal to the number of days owned during the month of disposal, divided by a denominator equal to the total number of days in such month and add the resulting amount to the fee due for such month; and For any month in which a Property, Loan or other Permitted Investment is acquired, the Company shall prorate the portion of the Asset Management Fee related to that specific Property, Loan or other Permitted Investment by using a numerator equal to the number of days in the month less the number of days owned during the month (including the full day of closing), divided by a denominator equal to the total number of days in such month and deduct the resulting amount from the fee due for such month. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable period. The Generally, the Asset Management Fee payable to the Advisor for any month shall be payable paid on the last day of such month, or within the first three business day days following the last day of such month. As an example, the Asset Management Fee calculated with respect to the Property, Loans, or other Permitted Investments owned at the end of the month of January shall be due and payable between January 31 and the third business day of February in any year. The Asset Management Fee may or may not be taken, in whole or in part, as to any period year in the sole discretion of the Advisor. All or any portion of the Asset Management Fees not paid taken as to any period fiscal year shall be deferred without interest and may be taken paid in such other fiscal period year as the Advisor shall determine. (ii) The Asset Management Fee described in Section 8.02(i) hereof is not payable with respect to the Company’s investment in the New Leaf – KBS JV, LLC and Cost of Real Estate Investments as used in Section 8.02(i) shall not include the Company’s allocable portion of its investment in the New Leaf – KBS JV, LLC. Instead, and except as provided in Section 8.02(iii) hereof, with respect to the Company’s investment in the New Leaf – KBS JV, LLC, the Company shall pay the Advisor a separate management fee (the “New Leaf-KBS Management Fee”). The New Leaf-KBS Management Fee shall be a monthly fee in an amount equal to 1/12 of 0.27% of Cost of JV Investment. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the New Leaf-KBS Management Fee for the applicable period. The New Leaf-KBS Management Fee shall be payable on the last day of such month, or the first business day following the last day of such month. The New Leaf-KBS Management Fee may or may not be taken, in whole or in part, as to any period in the sole discretion of the Advisor. All or any portion of the New Leaf-KBS Management Fee not paid as to any period shall be deferred without interest and may be taken in such other fiscal period as the Advisor shall determine. In addition, if at any time during the Company’s ownership of an interest in the New Leaf – KBS JV, LLC, the Company’s Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation exceed an amount that is equal to a 7.0% cumulative, non-compounded, annual return on Invested Capital for the Company’s Stockholders for the period from July 18, 2006 through the date of such reimbursement (the “7% Return”), then as of the date of such calculation the Advisor shall earn a fee (the “Performance Fee”) in an amount that would make the Advisor’s cumulative fees related to the Company’s investment in the New Leaf – KBS JV, LLC (including the New Leaf-KBS Management Fee set forth above and any Performance Fee amounts already paid) equal to 0.75% of the Cost of JV Investment on an annualized basis from the date of the Company’s investment in the New Leaf – KBS JV, LLC through the date of calculation, provided that on any calculation date the Advisor shall earn only the portion of this amount that is available from the Company’s positive Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation less the 7% Return. Notwithstanding anything contained in this Section 8.02(ii), no Performance Fee will be earned unless and until the Advance described in Article 16 hereof, as amended in the future, has been repaid in full. Notwithstanding anything in this Agreement to the contrary, (i) the Advisor, on behalf of itself and its affiliates, and its and their respective successors and assigns, as of March 20, 2012, waived the Company’s obligation to pay the Performance Fee, now or in the future, to the Advisor; and (ii) as of March 20, 2012, all provisions of this Section 8.02(ii), other than this sentence, and all other references to Section 8.02(ii) in this Agreement became of no further force and effect. (iii) Notwithstanding anything contained in Sections 8.02(i) and 8.02(ii) to the contrary, a Property, Loan or other Permitted Investment that has suffered an impairment in value, reduction in cash flow or other negative circumstances may either be excluded from the calculation of the Cost of Real Estate Investments, the Cost of Loans and other Permitted Investments or the Cost of JV Investment or included in such calculation at a reduced value that is recommended by the Advisor and the Company’s management and then approved by a majority of the Company’s independent directors, and the resulting change in the fee with respect to such investment will be applicable upon the earlier to occur of the date on which (i) such investment is sold, (ii) such investment is surrendered to a Person other than the Company, its direct or indirect wholly owned subsidiary or a Joint Venture or partnership in which the Company has an interest, (iii) the Advisor determines that it will no longer pursue collection or other remedies related to such investment, or (iv) the Advisor recommends a revised fee arrangement with respect to such investment.

Asset Management Fees. (i) Except as provided in Sections 8.02(ii) and 8.02(iii) hereof, the The Company shall pay the Advisor as compensation for the services described in Section 3.03 hereof a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfth of 0.751.25% of the sum of the Cost of Real Estate Investments and Investments, as of the Cost end of Loans and the current month subject to the following adjustments: (a) For any month in which a Property, Loan or other Permitted InvestmentsInvestment is disposed of, the Company shall prorate the portion of the Asset Management Fee related to that specific Property, Loan or other Permitted Investment by using a numerator equal to the number of days owned during the month of disposal, divided by a denominator equal to the total number of days in such month and add the resulting amount to the fee due for such month; and (b) For any month in which a Property, Loan or other Permitted Investment is acquired, the Company shall prorate the portion of the Asset Management Fee related to that specific Property, Loan or other Permitted Investment by using a numerator equal to the number of days in the month less the number of days owned during the month (including the full day of closing), divided by a denominator equal to the total number of days in such month and deduct the resulting amount from the fee due for such month. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable period. The Generally, the Asset Management Fee payable to the Advisor for any month shall be payable paid on the last day of such month, or within the first three business day days following the last day of such month. As an example, the Asset Management Fee calculated with respect to the Property, Loans, or other Permitted Investments owned at the end of the month of January shall be due and payable between January 31 and the third business day of February in any year. The Asset Management Fee may or may not be taken, in whole or in part, as to any period year in the sole discretion of the Advisor. All or any portion of the Asset Management Fees not paid taken as to any period fiscal year shall be deferred without interest and may be taken paid in such other fiscal period year as the Advisor shall determine. (ii) The Asset Management Fee described in Section 8.02(i) hereof is not payable with respect to the Company’s investment in the New Leaf – KBS JV, LLC and Cost of Real Estate Investments as used in Section 8.02(i) shall not include the Company’s allocable portion of its investment in the New Leaf – KBS JV, LLC. Instead, and except as provided in Section 8.02(iii) hereof, with respect to the Company’s investment in the New Leaf – KBS JV, LLC, the Company shall pay the Advisor a separate management fee (the “New Leaf-KBS Management Fee”). The New Leaf-KBS Management Fee shall be a monthly fee in an amount equal to 1/12 of 0.27% of Cost of JV Investment. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the New Leaf-KBS Management Fee for the applicable period. The New Leaf-KBS Management Fee shall be payable on the last day of such month, or the first business day following the last day of such month. The New Leaf-KBS Management Fee may or may not be taken, in whole or in part, as to any period in the sole discretion of the Advisor. All or any portion of the New Leaf-KBS Management Fee not paid as to any period shall be deferred without interest and may be taken in such other fiscal period as the Advisor shall determine. In addition, if at any time during the Company’s ownership of an interest in the New Leaf – KBS JV, LLC, the Company’s Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation exceed an amount that is equal to a 7.0% cumulative, non-compounded, annual return on Invested Capital for the Company’s Stockholders for the period from July 18, 2006 through the date of such reimbursement (the “7% Return”), then as of the date of such calculation the Advisor shall earn a fee (the “Performance Fee”) in an amount that would make the Advisor’s cumulative fees related to the Company’s investment in the New Leaf – KBS JV, LLC (including the New Leaf-KBS Management Fee set forth above and any Performance Fee amounts already paid) equal to 0.75% of the Cost of JV Investment on an annualized basis from the date of the Company’s investment in the New Leaf – KBS JV, LLC through the date of calculation, provided that on any calculation date the Advisor shall earn only the portion of this amount that is available from the Company’s positive Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation less the 7% Return. Notwithstanding anything contained in this Section 8.02(ii), no Performance Fee will be earned unless and until the Advance described in Article 16 hereof, as amended in the future, has been repaid in full. Notwithstanding anything in this Agreement to the contrary, (i) the Advisor, on behalf of itself and its affiliates, and its and their respective successors and assigns, as of March 20, 2012, waived the Company’s obligation to pay the Performance Fee, now or in the future, to the Advisor; and (ii) as of March 20, 2012, all provisions of this Section 8.02(ii), other than this sentence, and all other references to Section 8.02(ii) in this Agreement became of no further force and effect. (iii) Notwithstanding anything contained in Sections 8.02(i) and 8.02(ii) to the contrary, a Property, Loan or other Permitted Investment that has suffered an impairment in value, reduction in cash flow or other negative circumstances may either be excluded from the calculation of the Cost of Real Estate Investments, the Cost of Loans and other Permitted Investments or the Cost of JV Investment or included in such calculation at a reduced value that is recommended by the Advisor and the Company’s management and then approved by a majority of the Company’s independent directors, and the resulting change in the fee with respect to such investment will be applicable upon the earlier to occur of the date on which (i) such investment is sold, (ii) such investment is surrendered to a Person other than the Company, its direct or indirect wholly owned subsidiary or a Joint Venture or partnership in which the Company has an interest, (iii) the Advisor determines that it will no longer pursue collection or other remedies related to such investment, or (iv) the Advisor recommends a revised fee arrangement with respect to such investment.

Asset Management Fees. (i) Except as provided in Sections 8.02(ii) and 8.02(iii) hereof, the Company shall pay the Advisor as compensation for the services described in Section 3.03 hereof a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfth of 0.75% of the sum of the Cost of Real Estate Investments and the Cost of Loans and other Permitted Investments. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable period. The Asset Management Fee shall be payable on the last day of such month, or the first business day following the last day of such month. The Asset Management Fee may or may not be taken, in whole or in part, as to any period in the sole discretion of the Advisor. All or any portion of the Asset Management Fees not paid as to any period shall be deferred without interest and may be taken in such other fiscal period as the Advisor shall determine. (ii) The Asset Management Fee described in Section 8.02(i) hereof is not payable with respect to the Company’s investment in the New Leaf – - KBS JV, LLC and Cost of Real Estate Investments as used in Section 8.02(i) shall not include the Company’s allocable portion of its investment in the New Leaf – - KBS JV, LLC. Instead, and except as provided in Section 8.02(iii) hereof, with respect to the Company’s investment in the New Leaf – - KBS JV, LLC, the Company shall pay the Advisor a separate management fee (the “New Leaf-KBS Management Fee”). The New Leaf-KBS Management Fee shall be a monthly fee in an amount equal to 1/12 of 0.27% of Cost of JV Investment. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the New Leaf-KBS Management Fee for the applicable period. The New Leaf-KBS Management Fee shall be payable on the last day of such month, or the first business day following the last day of such month. The New Leaf-KBS Management Fee may or may not be taken, in whole or in part, as to any period in the sole discretion of the Advisor. All or any portion of the New Leaf-KBS Management Fee not paid as to any period shall be deferred without interest and may be taken in such other fiscal period as the Advisor shall determine. In addition, if at any time during the Company’s ownership of an interest in the New Leaf – - KBS JV, LLC, the Company’s Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation exceed an amount that is equal to a 7.0% cumulative, non-compounded, annual return on Invested Capital for the Company’s Stockholders for the period from July 18, 2006 through the date of such reimbursement (the “7% Return”), then as of the date of such calculation the Advisor shall earn a fee (the “Performance Fee”) in an amount that would make the Advisor’s cumulative fees related to the Company’s investment in the New Leaf – - KBS JV, LLC (including the New Leaf-KBS Management Fee set forth above and any Performance Fee amounts already paid) equal to 0.75% of the Cost of JV Investment on an annualized basis from the date of the Company’s investment in the New Leaf – - KBS JV, LLC through the date of calculation, provided that on any calculation date the Advisor shall earn only the portion of this amount that is available from the Company’s positive Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation less the 7% Return. Notwithstanding anything contained in this Section 8.02(ii), no Performance Fee will be earned unless and until the Advance described in Article 16 hereof, as amended in the future, has been repaid in full. Notwithstanding anything in this Agreement to the contrary, (i) the Advisor, on behalf of itself and its affiliates, and its and their respective successors and assigns, as of March 20, 2012, waived the Company’s obligation to pay the Performance Fee, now or in the future, to the Advisor; and (ii) as of March 20, 2012, all provisions of this Section 8.02(ii), other than this sentence, and all other references to Section 8.02(ii) in this Agreement became of no further force and effect. (iii) Notwithstanding anything contained in Sections 8.02(i) and 8.02(ii) to the contrary, a PropertyProperty (including the New Leaf - KBS JV, LLC investment), Loan or other Permitted Investment that has suffered an impairment in value, reduction in cash flow or other negative circumstances may either be excluded from the calculation of the Cost of Real Estate Investments, the Cost of Loans and other Permitted Investments or the Cost of JV Investment or included in such calculation at a reduced value that is recommended by the Advisor and the Company’s management and then approved by a majority of the Company’s independent directors, and the resulting change in the fee with respect to such investment will be applicable upon the earlier to occur of the date on which (i) such investment is sold, (ii) such investment is surrendered to a Person other than the Company, its direct or indirect wholly owned subsidiary or a Joint Venture or partnership in which the Company has an interest, (iii) the Advisor determines that it will no longer pursue collection or other remedies related to such investment, or (iv) the Advisor recommends a revised fee arrangement with respect to such investment.

Asset Management Fees. (i) Except as provided in Sections 8.02(ii) and 8.02(iii) hereof, the Company shall pay the Advisor as compensation for the services described in Section 3.03 hereof a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfth of 0.75% of the sum of the Cost of Real Estate Investments and the Cost of Loans and other Permitted Investments. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable period. The Asset Management Fee shall be payable on the last day of such month, or the first business day following the last day of such month. The Asset Management Fee may or may not be taken, in whole or in part, as to any period in the sole discretion of the Advisor. All or any portion of the Asset Management Fees not paid as to any period shall be deferred without interest and may be taken in such other fiscal period as the Advisor shall determine. (ii) The Asset Management Fee described in Section 8.02(i) hereof is not payable with respect to the Company’s investment in the New Leaf – - KBS JV, LLC and Cost of Real Estate Investments as used in Section 8.02(i) shall not include the Company’s allocable portion of its investment in the New Leaf – - KBS JV, LLC. Instead, and except as provided in Section 8.02(iii) hereof, with respect to the Company’s investment in the New Leaf – - KBS JV, LLC, the Company shall pay the Advisor a separate management fee (the “New Leaf-KBS Management Fee”). The New Leaf-KBS Management Fee shall be a monthly fee in an amount equal to 1/12 of 0.27% of Cost of JV Investment. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the New Leaf-KBS Management Fee for the applicable period. The New Leaf-KBS Management Fee shall be payable on the last day of such month, or the first business day following the last day of such month. The New Leaf-KBS Management Fee may or may not be taken, in whole or in part, as to any period in the sole discretion of the Advisor. All or any portion of the New Leaf-KBS Management Fee not paid as to any period shall be deferred without interest and may be taken in such other fiscal period as the Advisor shall determine. In addition, if at any time during the Company’s ownership of an interest in the New Leaf – - KBS JV, LLC, the Company’s Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation exceed an amount that is equal to a 7.0% cumulative, non-compounded, annual return on Invested Capital for the Company’s Stockholders for the period from July 18, 2006 through the date of such reimbursement (the “7% Return”), then as of the date of such calculation the Advisor shall earn a fee (the “Performance Fee”) in an amount that would make the Advisor’s cumulative fees related to the Company’s investment in the New Leaf – - KBS JV, LLC (including the New Leaf-KBS Management Fee set forth above and any Performance Fee amounts already paid) equal to 0.75% of the Cost of JV Investment on an annualized basis from the date of the Company’s investment in the New Leaf – - KBS JV, LLC through the date of calculation, provided that on any calculation date the Advisor shall earn only the portion of this amount that is available from the Company’s positive Funds from Operations for the period commencing January 1, 2006 through the date of any such calculation less the 7% Return. Notwithstanding anything contained in this Section 8.02(ii), no Performance Fee will be earned unless and until the Advance described in Article 16 hereof, as amended in the future, has been repaid in full. Notwithstanding anything in this Agreement to the contrary, (i) the Advisor, on behalf of itself and its affiliates, and its and their respective successors and assigns, as of March 20, 2012, waived the Company’s obligation to pay the Performance Fee, now or in the future, to the Advisor; and (ii) as of March 20, 2012, all provisions of this Section 8.02(ii), other than this sentence, and all other references to Section 8.02(ii) in this Agreement became of no further force and effect. (iii) Notwithstanding anything contained in Sections 8.02(i) and 8.02(ii) to the contrary, a Property, Loan or other Permitted Investment that has suffered an impairment in value, reduction in cash flow or other negative circumstances may either be excluded from the calculation of the Cost of Real Estate Investments, the Cost of Loans and other Permitted Investments or the Cost of JV Investment or included in such calculation at a reduced value that is recommended by the Advisor and the Company’s management and then approved by a majority of the Company’s independent directors, and the resulting change in the fee with respect to such investment will be applicable upon the earlier to occur of the date on which (i) such investment is sold, (ii) such investment is surrendered to a Person other than the Company, its direct or indirect wholly owned subsidiary or a Joint Venture or partnership in which the Company has an interest, (iii) the Advisor determines that it will no longer pursue collection or other remedies related to such investment, or (iv) the Advisor recommends a revised fee arrangement with respect to such investment.