Common use of DUTIES OF THE ADVISOR Clause in Contracts

DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Prospectus, Articles of Incorporation and Bylaws of the Company, and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets and investment policies; (b) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating Partnership; (c) 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating Partnership; (e) subject to the provisions of Sections 3(g) and 4 hereof: (i) locate, analyze and select potential investments; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (v) enter into leases and service contracts for Real Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Property; (f) upon request, provide the Directors with periodic reports regarding prospective investments; (g) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in and dispositions of Real Properties; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Equity Shares and Securities or obtain loans for the Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating Partnership; (j) obtain reports (which may, but are not required to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted Investments; (k) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company and the Operating Partnership under this Agreement; (l) provide the Company and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the Board; (p) make necessary regulatory filings, including filing tax returns on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide investor relations services to the Company; (s) provide Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership and their respective subsidiaries; (t) provide tax compliance for the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging); and (v) notify the Board of all proposed transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3.

DUTIES OF THE ADVISOR. The Subject to Section 2.07, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the ProspectusCompany’s most recent Prospectus for Shares, Articles of Incorporation and Bylaws of the Company, and the Operating Partnership AgreementBylaws, the Advisor shall, either directly or by engaging any such a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Assets and the Company’s and the Operating Partnership’s Assets and investment policies; (b) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company and the Operating PartnershipCompany; (c) provide oversight and management of all third party and affiliated property management and leasing functions; (d) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company’s Shares; (e) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (df) consult with with, and provide information to, the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipCompany; (eg) subject to the provisions of Sections 3(g2.02(j) and 4 2.03 hereof: , (i) locate, analyze and select potential investments; investments in Assets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Assets will be made; (iii) make investments in Assets on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for arrange, structure and negotiate financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsAssets; and (v) enter into leases of Property and service contracts for Real Property Assets; and (vi) review and analyze each Property’s operating and capital budget; and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real PropertyAssets, including the servicing of Mortgages; (fh) upon request, provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Assets; (gi) if a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed transaction; (j) obtain the prior approval of a majority of the Board, any particular Independent Directors specified by and a majority of the Board not otherwise interested in any transaction with the Advisor or any committee of the Board, as the case may be, for any and all investments in and dispositions of Real Propertiesits Affiliates; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority as granted by the Board; (ik) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or dealers, and negotiate private sales of Equity Shares and Securities other securities of the Company or obtain loans for the Company Company, as and the Operating Partnershipwhen appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (jl) obtain reports (which may, but are not required to, may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted InvestmentsAssets; (km) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership under this Agreement; (ln) provide the Company and with, or assist the Operating Partnership with Company in arranging for, all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (no) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the BoardAssets; (p) make necessary regulatory filingsupon request of the Company, act, or obtain the services of others to act, as attorney-in-fact or agent of the Company in making, requiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets; (q) arrange for the disposal of Properties on the Company’s behalf in compliance with the Company’s investment objectives and policies as stated in the Company’s most recent Prospectus for Shares and advise the Board in connection with liquidity opportunities; (r) supervise the preparation and filing tax and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide connection with investor relations services to the Companyrelations; (s) provide Xxxxxxxx-Xxxxx compliance oversee recruitment and hiring of personnel who will have direct responsibility for the Companyoperations of each property we acquire, the Operating Partnership which may include, but is not limited to, on-site managers and their respective subsidiariesbuilding and maintenance personnel, and direct and establish policies for such personnel; (t) provide tax compliance office space, equipment and supplies as required for the Company, performance of the Operating Partnership and their respective subsidiariesforegoing services as Advisor; (u) provide foreign currency management assist the Company in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; (including foreign currency hedging)v) advise the Board on the timing and method of providing liquidity opportunities to Stockholders; and (vw) notify do all things necessary to assure its ability to render the Board of all proposed transactions not otherwise services described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3Agreement.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Prospectus, Articles of Incorporation and Bylaws of the Company, Company and the Operating Partnership Agreementany Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s 's investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets 's assets and investment policies; (b) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany; (c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s and the Operating Partnership’s 's financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipCompany; (e) subject to the provisions of Sections 3(g) and 4 hereof: (i) locate, analyze and select potential investmentsinvestments in Property and Loans; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in Properties and Loans will be made, purchased or acquired by the Company; (iii) make investments in Property on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing financing, and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, of or otherwise deal with, investmentswith the investments in Property and Loans; and (v) enter into leases and service contracts for Real Property Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real PropertyProperties; (f) upon request, provide the Directors with periodic reports regarding prospective investmentsinvestments in Properties and Loans; (g) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee (including a majority of the Board, as the case may be, Independent Directors) for any and all investments in and dispositions Property which do not meet all of Real Propertiesthe requirements set forth in Section 4(b) hereof; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Equity Shares and Securities or obtain loans for the Company and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (ji) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Property and/or Loans; (j) obtain for, or provide to, the Operating Partnership Company such services as may be required in Real Propertiesacquiring, Real Estate Related Securitiesmanaging and disposing of Company Property and/or Loans, Loans including, but not limited to: (i) the negotiation, making and Permitted Investmentsservicing of Loans; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of the Company; and (iv) the handling, prosecuting and settling of any claims of or against the Company, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing the Loans; (k) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company and the Operating Partnership under this Agreement; (l) communicate on behalf of the Company with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by the Company; (m) provide or arrange for 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; (n) provide the Company with such accounting data and any other information so requested concerning the Operating Partnership investment activities of the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (o) maintain the books and records of the Company; (p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans; (q) provide the Company with all necessary cash management services; (mr) do all things necessary to assure its ability to render the services described in this Agreement; (ns) perform such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Advisor shall deem advisable under the particular circumstances; (t) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the Board; (p) make necessary regulatory filings, including filing tax returns on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide investor relations services to the Company; (s) provide Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership and their respective subsidiaries; (t) provide tax compliance for the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging)Loans; and (v) notify the Board of all proposed transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3.

DUTIES OF THE ADVISOR. The Advisor undertakes has responsibility for the day-to-day operations of the Company, including administering the Company’s bookkeeping and accounting functions, serving as the Company’s consultant in connection with policy decisions to use its commercially reasonable efforts to present be made by the Board of Directors of the Company, managing the Company’s properties and rendering other services as the Board of Directors deems appropriate. The Advisor is subject to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies supervision of the Company Board of Directors and has only such functions as determined and adopted from time are delegated to time by the Directorsit. In performance of this undertakingits duties, subject to the supervision of the Directors and consistent with the provisions of the ProspectusRegistration Statement, Articles of Incorporation and Bylaws of the Company, and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets and investment policies; (b) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany; (cb) investigate, select, select and, on behalf of the Company and the Operating PartnershipCompany, 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, mortgagors and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (dc) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s policies relating to acquisition and the Operating Partnership’s financial policiesdisposition of properties and finance, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipCompany; (ed) subject to the provisions of Sections 3(gParagraphs 2(f) and 4 3 hereof: , (i) locateresearch, analyze and select potential investments; investments in Properties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties will be mademade by the Company; (iii) make investments in Properties on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsProperty; and (v) enter into leases and service contracts for Real Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Company Property; (fe) upon request, provide the Directors with periodic reports regarding prospective investmentsinvestments in Properties; (gf) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee (including a majority of the Board, as the case may be, all Independent Directors) for any and all investments in and dispositions of Real Properties; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority as granted by the Board; (ig) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Equity Shares and Securities or obtain loans for the Company and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (jh) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted Investments; (ki) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company and the Operating Partnership under this Agreement; (lj) provide the Company and the Operating Partnership with all necessary cash management services; (mk) do all things necessary to assure its ability to render the services described in this Agreement; (nl) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the Board; (p) make necessary regulatory filings, including filing tax returns on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide investor relations services to the Company; (s) provide Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership and their respective subsidiaries; (t) provide tax compliance for the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging); and (vm) notify the Board of all proposed material transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Prospectus, Articles of Incorporation and Bylaws of the Company, Company and the Operating Partnership Agreementany Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s 's investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets 's assets and investment policies; (b) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany; (c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (d) consult with the officers and Directors of the Company and assist the Directors Board in the formulation and implementation of the Company’s and the Operating Partnership’s 's financial policies, policies and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipCompany; (e) subject to the provisions of Sections 3(g) and 4 hereof: (i) locate, analyze and select potential investmentsinvestments in Investment Assets; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in Investment Assets will be made, purchased or acquired by the Company; (iii) make investments in Investment Assets on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and of, make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsInvestment Assets; and (v) enter into leases and service contracts for Real Property Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real PropertyProperties; (f) upon request, provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Investment Assets; (g) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee (including a majority of the Board, as the case may be, Independent Directors) for any and all investments in and dispositions Property which do not meet all of Real Propertiesthe requirements set forth in Section 4(b) hereof; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Equity Shares and Securities or obtain loans for the Company and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (ji) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or in Investment Assets; (j) obtain for, or provide to, the Operating Partnership Company such services as may be required in Real Propertiesacquiring, Real Estate Related Securitiesmanaging and disposing of Investment Assets, Loans including, but not limited to: (i) the negotiation, making and Permitted Investmentsservicing of Loans; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of the Company; and (iv) the handling, prosecuting and settling of any claims of or against the Company, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing the Loans; (k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership under this Agreement; (l) communicate on behalf of the Company with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by the Company; (m) provide or arrange for 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; (n) provide the Company with such accounting data and any other information requested by the Operating Partnership Company concerning the investment activities of the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (o) maintain the books and records of the Company; (p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans; (q) provide the Company with all necessary cash management services; (mr) do all things necessary to assure its ability to render the services described in this Agreement; (ns) perform such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Advisor shall deem advisable under the particular circumstances; (t) arrange to obtain on behalf of the Company as requested by the Board, and deliver to or maintain on behalf of the Company copies of of, all appraisals obtained in connection with the investments in Properties and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the Board; (p) make necessary regulatory filings, including filing tax returns on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide investor relations services to the Company; (s) provide Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership and their respective subsidiaries; (t) provide tax compliance for the Company, the Operating Partnership and their respective subsidiaries;Loans; and (u) provide foreign currency management (including foreign currency hedging); and (v) notify the Board of all if a transaction, proposed transactions not otherwise described above, the value of which exceeds an amount which may be designated transaction or other matter requires approval by the Board from time or by the Independent Directors, deliver to timethe Board or the Independent Directors, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Prospectus, Articles of Incorporation and Bylaws of the Company, Company and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s 's and the Operating Partnership’s 's investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets 's assets and investment policies; (b) provide the daily management of for the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating Partnership; (c) 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s and the Operating Partnership’s 's financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating Partnership; (e) subject to the provisions of Sections Paragraphs 3(g) and 4 hereof: , (i) locate, analyze and select potential investments; , (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (v) enter into leases and service contracts for Real Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Company Property; (f) upon request, request provide the Directors with periodic reports regarding prospective investments; (g) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in and dispositions of Real Properties; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments Securities within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Equity Shares and Securities or obtain loans for the Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating Partnership; (j) obtain reports (which may, may but are not required to, to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Properties or Real Estate Related Securities, Loans and Permitted Investments; (k) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) provide the Company and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments Securities as may be required to be obtained by the Board; (o) notify the Board of all proposed transactions above $25 million before they are completed; and (p) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the Board; (p) make necessary regulatory filings, including filing tax returns on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide investor relations services to the Company; (s) provide Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership and their respective subsidiaries; (t) provide tax compliance for the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging); and (v) notify the Board of all proposed transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section Paragraph 3.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Prospectus, Articles of Incorporation and Bylaws of the Company, and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets assets and investment policies; (b) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany; (c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing servicesservices herein, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating Partnership; (e) Company; subject to the provisions of Sections Paragraphs 3(g) and 4 hereof: , (i) locate, analyze and select potential investments; investments in Properties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be madeinvestment in Properties; (iii) make investments on behalf of the Company and the Operating Partnership in Properties in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsProperties; and (v) enter into leases and service contracts for Real Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Company Property; (fe) upon request, provide the Directors with periodic reports regarding prospective investmentsinvestments in Properties; (gf) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee (including a majority of the Board, as the case may be, all Independent Directors) for any and all investments in and dispositions of Real Properties; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority as granted by the Board; (ig) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Equity Shares and Securities or obtain loans for the Company and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (jh) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted InvestmentsCompany; (ki) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company and the Operating Partnership under this Agreement; (lj) provide the Company and the Operating Partnership with all necessary cash management services; (mk) do all things necessary to assure its ability to render the services described in this Agreement; (nl) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the Board; (p) make necessary regulatory filings, including filing tax returns on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide investor relations services to the Company; (s) provide Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership and their respective subsidiaries; (t) provide tax compliance for the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging); and (vm) notify the Board of all proposed material transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the ProspectusCompany's most recent Prospectus for Shares, the Articles of Incorporation and Bylaws of the Company, and the Operating Partnership AgreementBylaws, the Advisor shall, either directly or by engaging any such an Affiliate of the Advisor or other Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s 's investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets and investment policies; (b) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company and the Operating PartnershipCompany; (c) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company's uncertificated Shares, if any, and acting as transfer agent for the Company's Shares; (d) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (de) consult with the officers and the Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company’s and the Operating Partnership’s 's financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipCompany; (ef) subject to the provisions of Sections 3(g2.02(h) and 4 2.03 hereof: , (i) locate, analyze and select potential investments; investments in Assets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Assets will be made; (iii) make investments in Assets on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsAssets; and (v) enter into leases of Property and service contracts for Real Property Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real PropertyAssets, including the servicing of Mortgages; (fg) upon request, provide the Board of Directors with periodic reports regarding prospective investmentsinvestments in Assets; (gh) obtain the prior approval of the Board, any particular Board of Directors specified by the Board or any committee (including a majority of the Board, as the case may be, all Independent Directors) for any and all investments in and dispositions of Real Properties; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority as granted by the BoardAssets; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or dealers, and negotiate private sales of Equity Shares and Securities other securities of the Company or obtain loans for the Company Company, as and the Operating Partnershipwhen appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (j) obtain reports (which may, but are not required to, may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted InvestmentsAssets; (k) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company and the Operating Partnership under this Agreement; (l) provide the Company and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Assets; (n) upon request of the Company, act, or obtain the services of others to act, as attorney-in-fact or agent of the Company in making, requiring and valuations disposing of Real PropertiesAssets, Real Estate Related Securitiesdisbursing, Loans and Permitted Investments as may be required to be obtained by collecting the Boardfunds, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets; (o) effect any private placement supervise the preparation and filing and distribution of OP Units, tenancy-in-common or returns and reports to governmental agencies and to Stockholders and other interests investors and act on behalf of the Company in Real Properties as may be approved by the Boardconnection with investor relations; (p) make necessary regulatory filingsprovide office space, including filing tax returns on behalf equipment and personnel as required for the performance of the Company and the Operating Partnershipforegoing services as Advisor; (q) prepare or oversee third parties in preparing on behalf of the Company all financial reports, statements or analysis reports and returns required by regulatory authorities the Securities and Exchange Commission, Internal Revenue Service and other state or the Board; (r) provide investor relations services to the Company; (s) provide Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership and their respective subsidiaries; (t) provide tax compliance for the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging)federal governmental agencies; and (v) notify the Board of all proposed transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3.

DUTIES OF THE ADVISOR. The Subject to Section 2.08, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the ProspectusCompany’s most recent Prospectus for Shares, Articles of Incorporation and Bylaws of the Company, and the Operating Partnership AgreementBylaws, the Advisor shall, either directly or by engaging any such a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Assets and the Company’s and the Operating Partnership’s Assets and investment policies; (b) determine the proper allocation of the Company’s and Operating Partnership’s Assets between (i) retail, office and industrial properties, (ii) Real Estate Related Assets and Other Investments, and (iii) cash and cash equivalents and other short-term investments; (c) select a Sub-Advisor, joint venture and strategic partners, and service providers for the Company and structure corresponding agreements; (d) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company and the Operating PartnershipCompany; (ce) provide property management and leasing services; (f) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of each class of Shares; (g) 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (dh) consult with with, and provide information to, the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipCompany; (ei) subject to the provisions of Sections 3(g2.02(m) and 4 2.03 hereof: , (i) locate, analyze and select potential investments; investments in Assets and Other Investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Assets and Other Investments will be made; (iii) make investments in Assets and Other Investments on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for arrange, structure and negotiate financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsAssets and Other Investments; and (v) enter into leases of Property and service contracts for Real Property Assets; and (vi) review and analyze each Property’s operating and capital budget; and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real PropertyAssets, including the servicing of Mortgages; (fj) upon request, provide input in connection with the valuations performed by the Independent Valuation Expert; (k) monitor the Independent Valuation Expert’s valuation process to ensure that it complies with the Valuation Guidelines and report on such compliance to the Board on a quarterly basis; (l) provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Assets and Other Investments; (gm) if a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed transaction; (n) obtain the prior approval of a majority of the Board, any particular Independent Directors specified by and a majority of the Board not otherwise interested in any transaction with the Advisor or any committee of the Board, as the case may be, for any and all investments in and dispositions of Real Propertiesits Affiliates; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority as granted by the Board; (io) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or dealers, and negotiate private sales of Equity Shares and Securities other securities of the Company or obtain loans for the Company Company, as and the Operating Partnershipwhen appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (jp) obtain reports (which may, but are not required to, may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans Assets and Permitted Other Investments; (kq) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership under this Agreement; (lr) provide the Company and with, or assist the Operating Partnership with Company in arranging for, all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (ns) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Assets and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the BoardOther Investments; (ot) effect any private placement upon request of OP Unitsthe Company, tenancyact, or obtain the services of others to act, as attorney-in-common fact or agent of the Company in making, requiring and disposing of Assets and Other Investments, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests in Real Properties as may be approved by comprising any of the BoardAssets and Other Investments; (pu) make necessary regulatory filings, including arrange for the disposal of Properties on the Company’s behalf in compliance with the Company’s investment objectives and policies as stated in the Company’s most recent Prospectus for Shares; (v) supervise the preparation and filing tax and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company and the Operating Partnershipin connection with investor relations; (qw) prepare or oversee third parties in preparing all financial reportsrecruitment and hiring of personnel who will have direct responsibility for the operations of each property we acquire, statements or analysis required by regulatory authorities or the Boardwhich may include, but is not limited to, on-site managers and building and maintenance personnel, and direct and establish policies for such personnel; (rx) provide investor relations services to the Company; (s) provide Xxxxxxxx-Xxxxx compliance for the Companyoffice space, the Operating Partnership equipment and their respective subsidiaries; (t) provide tax compliance for the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging); and (v) notify the Board of all proposed transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long supplies as the Advisor remains responsible required for the performance of the duties set forth foregoing services as Advisor; (y) assist the Company in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and (z) do all things necessary to assure its ability to render the services described in this Section 3Agreement.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Prospectus, Articles of Incorporation and Bylaws of the Company, and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets and investment policies; (b) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating Partnership; (c) 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating Partnership; (e) subject to the provisions of Sections 3(g) and 4 hereof: hereof (i) locate, analyze and select potential investments; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, with the investments; and (v) enter into leases and service contracts for Real Property and, to the extent necessary, Property; (vi) perform all other operational functions for the maintenance and administration of Company Property; and (vii) make dispositions of any portion of a Real Property to any Person other than the Advisor, a Director or their Affiliates without obtaining the prior approval of the Board, provided such portion of a Real PropertyProperty is sold, transferred or conveyed for a purchase price in an amount not to exceed One Million and No/100 Dollars ($1,000,000); (f) upon request, provide the Directors with periodic reports regarding prospective investments; (g) obtain the prior approval of the BoardBoard , any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in and dispositions of Real PropertiesProperties (except, with respect to dispositions, as expressly permitted in 3(e)(vii) above); (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Equity Shares and Securities or obtain loans for the Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating Partnership; (j) obtain reports (which may, but are not required to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted Investments; (k) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company and the Operating Partnership under this Agreement; (l) provide the Company and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the Board; (p) make necessary regulatory filings, including filing tax returns returns, on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide investor relations services to the Company; (s) provide advise and assist the Company with respect to Xxxxxxxx-Xxxxx Act of 2002 compliance for the Company, the Operating Partnership and their respective subsidiaries; (t) provide advise and assist the Company with respect to tax compliance for the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging); (v) oversee property managers and other Persons who perform services for the Company; (w) undertake accounting and other record keeping functions at the Real Property level; and (vx) notify the Board of all proposed transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3.

DUTIES OF THE ADVISOR. The Advisor undertakes to use Advisor, in its commercially reasonable efforts to present to capacity as manager of the assets and the day-to-day operations of the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Directors. In performance of this undertakingPartnership, at all times will be subject to the supervision of the Company’s Board of Directors and consistent with will have only such functions and authority as the provisions Company may delegate to it including, without limitation, the functions and authority identified herein and delegated to the Advisor hereby. The Advisor will be responsible for the day-to-day operations of the Prospectus, Articles of Incorporation Company and Bylaws will perform (or cause to be performed) such services and activities relating to the assets and operations of the CompanyCompany as may be appropriate, and the Operating Partnership Agreementincluding, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualifiedwithout limitation: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets and investment policiesadvisor; (b) provide the daily management of for the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company and the Operating Partnership, including the administrative services described on Exhibit A to this Agreement; (c) 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 including, but not limited to to, consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including including, but not limited to to, entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or or the Operating Partnership; (e) subject to the provisions of Sections 3(g) and Section 4 hereof: , (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential investments; Investments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which investments acquisitions and dispositions of Investments will be made; (iiiiv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments Investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (ivv) negotiate the terms of and arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investmentsInvestments; (vi) negotiate and (v) enter into leases and service contracts for Real Property Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real PropertyEstate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio; (viii) select Joint Venture partners, structure and negotiate corresponding agreements and oversee and monitor these relationships; (ix) engage, oversee, supervise and evaluate property managers who perform services for the Company or the Operating Partnership; (x) engage, oversee, supervise and evaluate Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other record-keeping functions for the Company and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company; and (xii) recommend various liquidity events to the Board when appropriate; (f) upon request, but no less than quarterly, provide the Directors Board with periodic reports regarding prospective investments; (g) obtain negotiate the prior approval terms of the Boardand make investments in, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in and dispositions of Real Properties; (h) make investments in and dispositions of Real Estate Related Securitiesof, Loans and Permitted Investments within the discretionary limits and authority as granted by the Board; (ih) within the discretionary limits and authority as granted by the Board, negotiate on behalf of the Company and the Operating Partnership with banks or other lenders for loans Loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Equity Shares and Securities or obtain loans Loans for the Company and the Operating Partnership, but in no event in such a way manner so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating Partnership; (ji) at least quarterly, and at any other time reasonably requested by the Board, obtain reports (which may, but are not required to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments Investments or contemplated investments of the Company and/or and the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted InvestmentsPartnership; (kj) from time to timeat least quarterly, or and at any other time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership under this AgreementAgreement (including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates), the composition and characteristics of the Company’s portfolio, and compliance with the Company’s Investment Guidelines and other policies approved from time to time by the Board; (lk) provide the Company and the Operating Partnership with all necessary cash management services; (l) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board; (m) notify the Board of all proposed transactions outside of the Advisor’s delegated authority before they are completed and obtain Board approval of same; (n) negotiate and effect any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board; (o) perform investor-relations and Stockholder communications functions for the Company; (p) render such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein; (q) maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies; (r) do all things necessary to assure its ability to render the services described in this Agreement; (ns) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the Board; (p) make necessary regulatory filings, including filing tax returns on behalf of advise the Company and the Operating PartnershipPartnership regarding the maintenance of the Company’s qualification as a REIT and monitor the Company’s compliance with the various REIT qualification requirements and other rules set forth in the Code and any applicable treasury regulations promulgated under the Code, as amended from time to time, and use its commercially reasonable efforts to cause the Company to maintain its qualification as a REIT for U.S. federal income tax purposes; (qt) prepare or oversee third parties in preparing all financial reportsadvise the Company and the Operating Partnership regarding the maintenance of their exemptions from the status of an investment company required to register under the 1940 Act, statements or analysis required by regulatory authorities or and monitor compliance with the Boardrequirements for maintaining such exemptions and using commercially reasonable efforts to cause them to maintain such exemptions from such status; (ru) provide investor relations services assist the Company and the Operating Partnership in qualifying to do business in all applicable jurisdictions in which the Company, the Operating Partnership or their subsidiaries do business, and ensure that the Company, the Operating Partnership and their respective subsidiaries obtain and maintain all applicable licenses; (sv) provide Xxxxxxxx-Xxxxx assist the Company and the Operating Partnership in complying with all regulatory requirements applicable to them with respect to their business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Exchange Act, the Securities Act or the NYSE; (w) if requested by the Company, provide, or cause another qualified third party to provide, such internal audit, compliance and control services as may be required for the Company, the Operating Partnership and their respective subsidiariessubsidiaries to comply with applicable law (including the Securities Act and the Exchange Act), regulation (including Securities and Exchange Commission regulations) and the rules and requirements of the NYSE or such other securities exchange on which the Shares are listed, and as otherwise requested by the Board; (tx) provide tax compliance for handle and resolve on behalf of the Company and the Operating Partnership (including their respective subsidiaries) all routine claims, disputes or controversies, including all routine litigation, arbitration, settlement or other proceedings or negotiations, in which the Company, the Operating Partnership or their respective subsidiaries may be involved or to which they may become subject, subject to such limitations or parameters as may be imposed from time to time by the Board; and (y) use commercially reasonable efforts to cause the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging); and (v) notify the Board of subsidiaries to comply with all proposed transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completedapplicable laws. Notwithstanding the foregoing, to the extent such duties may be delegated by an investment company consistent with Section 15 of the 1940 Act, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, Person so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3; provided, however, that the delegation by the Advisor of any of the foregoing duties to another Person shall not result in an increased Administrative Fee, Management Fee or additional expenses payable hereunder.

DUTIES OF THE ADVISOR. The Subject to Section 2.07, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the ProspectusCompany’s most recent Prospectus for Shares, Articles of Incorporation and Bylaws of the Company, and the Operating Partnership AgreementBylaws, the Advisor shall, either directly or by engaging any such a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Assets and the Company’s and the Operating Partnership’s Assets and investment policies; (b) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company and the Operating PartnershipCompany; (c) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company’s Shares; (d) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (de) consult with with, and provide information to, the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipCompany; (ef) subject to the provisions of Sections 3(g2.02(i) and 4 2.03 hereof: , (i) locate, analyze and select potential investments; investments in Assets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Assets will be made; (iii) make investments in Assets on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for arrange, structure and negotiate financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsAssets; and (v) enter into leases of Property and service contracts for Real Property Assets; and (vi) review and analyze each Property’s operating and capital budget; and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real PropertyAssets, including the servicing of Mortgages; (fg) upon request, provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Assets; (gh) if a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed transaction; (i) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee (including a majority of the Board, as the case may be, all Independent Directors) for any and all investments in and dispositions of Real PropertiesAssets; (hj) make investments obtain the prior approval of a majority of the Independent Directors and a majority of the Board not otherwise interested in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within any transaction with the discretionary limits and authority as granted by the BoardAdvisor or its Affiliates; (ik) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or dealers, and negotiate private sales of Equity Shares and Securities other securities of the Company or obtain loans for the Company Company, as and the Operating Partnershipwhen appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (jl) obtain reports (which may, but are not required to, may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted InvestmentsAssets; (km) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership under this Agreement; (ln) provide the Company and with, or assist the Operating Partnership with Company in arranging for, all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (no) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the BoardAssets; (p) make necessary regulatory filingsupon request of the Company, act, or obtain the services of others to act, as attorney-in-fact or agent of the Company in making, requiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets; (q) arrange for the disposal of Properties on the Company’s behalf in compliance with the Company’s investment objectives and policies as stated in the Company’s most recent Prospectus for Shares and advise the Board in connection with an exit strategy; (r) supervise the preparation and filing tax and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide connection with investor relations services to the Companyrelations; (s) provide Xxxxxxxx-Xxxxx compliance office space, equipment and personnel as required for the Company, performance of the Operating Partnership and their respective subsidiariesforegoing services as Advisor; (t) provide tax compliance for assist the CompanyCompany in preparing all reports and returns required by the Securities and Exchange Commission, the Operating Partnership Internal Revenue Service and their respective subsidiaries;other state or federal governmental agencies; and (u) provide foreign currency management (including foreign currency hedging); and (v) notify do all things necessary to assure its ability to render the Board of all proposed transactions not otherwise services described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3Agreement.

DUTIES OF THE ADVISOR. The Subject to Section 2.07, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the ProspectusCompany’s most recent Prospectus for Shares, Articles of Incorporation and Bylaws of the Company, and the Operating Partnership AgreementBylaws, the Advisor shall, either directly or by engaging any such a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Assets and the Company’s and the Operating Partnership’s Assets and investment policies; (b) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company and the Operating PartnershipCompany; (c) provide property management and leasing services; (d) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company’s Shares; (e) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (df) consult with with, and provide information to, the officers and Directors of the Company and the Board and assist the Directors Board in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipCompany; (eg) subject to the provisions of Sections 3(g2.01(i), 2.02(j) and 4 2.03 hereof: , (i) locate, analyze and select potential investments; investments in Assets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Assets will be made; (iii) make investments in Assets on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for arrange, structure and negotiate financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsAssets; and (v) enter into leases of Property and service contracts for Real Property Assets; and (vi) review and analyze each Property’s operating and capital budget; and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real PropertyAssets, including the servicing of Mortgages; (fh) upon request, provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Assets; (gi) if a transaction requires approval by the Board or the Independent Directors, deliver to the Board or the Independent Directors, as applicable, all documents required by them to properly evaluate the proposed transaction; (j) obtain the prior approval of a majority of the Board, any particular Independent Directors specified by and a majority of the Board not otherwise interested in any transaction with the Advisor or any committee of the Board, as the case may be, for any and all investments in and dispositions of Real Propertiesits Affiliates; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority as granted by the Board; (ik) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or dealers, and negotiate private sales of Equity Shares and Securities other securities of the Company or obtain loans for the Company Company, as and the Operating Partnershipwhen appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (jl) obtain reports (which may, but are not required to, may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted InvestmentsAssets; (km) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership under this Agreement; (ln) provide the Company and with, or assist the Operating Partnership with Company in arranging for, all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (no) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the BoardAssets; (p) make necessary regulatory filingsupon request of the Company, act, or obtain the services of others to act, as attorney-in-fact or agent of the Company in making, requiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets; (q) arrange for the disposal of Properties on the Company’s behalf in compliance with the Company’s investment objectives and policies as stated in the Company’s most recent Prospectus for Shares and advise the Board in connection with liquidity opportunities; (r) supervise the preparation and filing tax and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide connection with investor relations services to the Companyrelations; (s) provide Xxxxxxxx-Xxxxx compliance oversee recruitment and hiring of Persons who will have direct responsibility for the Companyoperations of each Property, the Operating Partnership which may include, but is not limited to, on-site managers and their respective subsidiariesbuilding and maintenance personnel, and direct and establish policies for such Persons; (t) provide tax compliance office space, equipment and supplies as required for the Company, performance of the Operating Partnership and their respective subsidiariesforegoing services as Advisor; (u) provide foreign currency management assist the Company in preparing all reports and returns required by the U.S. Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; (including foreign currency hedging)v) advise the Board on the timing and method of providing liquidity opportunities to the Stockholders; and (vw) notify do all things necessary to assure its ability to render the Board of all proposed transactions not otherwise services described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3Agreement.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the DirectorsBoard. The Advisor shall devote sufficient resources to the administration of the Company to discharge its obligations hereunder. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions set forth herein and in Declaration of the Prospectus, Articles of Incorporation Trust and Bylaws of the Company, and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets assets and investment policies; (b) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany; (c) maintain and preserve the books and records of the Company, including share books and records reflecting a record of the Shareholders and their ownership of the Company’s uncertificated Shares; (d) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (de) consult with the officers and Directors the Board of the Company and assist the Directors Board in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipCompany; (ef) subject to the provisions of Sections 3(g3(h) and 4 hereof: , (i) locate, analyze and select potential investments; investments in Properties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties will be made; (iii) make investments in Properties on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsProperty; and (v) enter into leases and service contracts for Real Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Property; (vi) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (vii) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (viii) manage accounting and other record keeping functions for the Company and the Operating Partnership; and (ix) recommend liquidity events to the Board when appropriate; (fg) upon request, provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Properties; (gh) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee (including a majority of the Board, as the case may be, all Independent Trustees) for any and all investments in and in, or financings or dispositions of Real of, Properties; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority except as granted by the Boarddescribed herein; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Equity Shares and Securities or obtain loans for the Company and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (j) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted Investments; (k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates; (l) provide the Company and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the Board; (p) make necessary regulatory filings, including filing tax returns on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide investor relations services to the Company; (s) provide Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership and their respective subsidiaries; (t) provide tax compliance for the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging); and (vo) notify the Board of all proposed material transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Prospectus, Articles of Incorporation and Bylaws of the Company, Company and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets assets and investment policies; (b) provide the daily management of for the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating Partnership; (c) 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating Partnership; (e) subject to the provisions of Sections Paragraphs 3(g) and 4 hereof: , (i) locate, analyze and select potential investments; , (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (v) enter into leases and service contracts for Real Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Company Property; (f) upon request, request provide the Directors with periodic reports regarding prospective investments; (g) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in and dispositions of Real Properties; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments Securities within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Equity Shares and Securities or obtain loans for the Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating Partnership; (j) obtain reports (which may, may but are not required to, to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Properties or Real Estate Related Securities, Loans and Permitted Investments; (k) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) provide the Company and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments Securities as may be required to be obtained by the Board; (o) notify the Board of all proposed transactions above $25 million before they are completed; and (p) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the Board; (p) make necessary regulatory filings, including filing tax returns on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide investor relations services to the Company; (s) provide Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership and their respective subsidiaries; (t) provide tax compliance for the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging); and (v) notify the Board of all proposed transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section Paragraph 3.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Prospectus, Articles of Incorporation and Bylaws of the Company, and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets and investment policies; (b) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating Partnership; (c) 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating Partnership; (e) subject to the provisions of Sections 3(g) and 4 hereof: (i) locate, analyze and select potential investments; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (v) enter into leases and service contracts for Real Property and, to the extent necessary, ; (vi) perform all other operational functions for the maintenance and administration of such Real Company Property; (f) upon request, provide the Directors with periodic reports regarding prospective investments; (g) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in and dispositions of Real Properties; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Equity Shares and Securities or obtain loans for the Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating Partnership; (j) obtain reports (which may, but are not required to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted Investments; (k) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company and the Operating Partnership under this Agreement; (l) provide the Company and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the Board; (p) make necessary regulatory filings, including filing tax returns on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide investor relations services to the Company; (s) provide advise and assist the Company with respect to Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership and their respective subsidiaries; (t) provide advise and assist the Company with respect to tax compliance for the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging); and (v) oversee property managers and other Persons who perform services for the Company; (w) undertake accounting and other record keeping functions at the Real Property level; and (x) notify the Board of all proposed transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3.

DUTIES OF THE ADVISOR. The Advisor undertakes to use Advisor, in its commercially reasonable efforts to present to capacity as manager of the assets and the day-to-day operations of the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Directors. In performance of this undertakingPartnership, at all times will be subject to the supervision of the Company’s Board of Directors and consistent with will have only such functions and authority as the provisions Company may delegate to it including, without limitation, the functions and authority identified herein and delegated to the Advisor hereby. The Advisor will be responsible for the day-to-day operations of the Prospectus, Articles of Incorporation Company and Bylaws will perform (or cause to be performed) such services and activities relating to the assets and operations of the CompanyCompany as may be appropriate, and the Operating Partnership Agreementincluding, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualifiedwithout limitation: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets and investment policiesadvisor; (b) provide the daily management of for the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the operations of the Company and the Operating Partnership, including the administrative services described on Exhibit A to this Agreement; (c) 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 including, but not limited to to, consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including including, but not limited to to, entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or or the Operating Partnership; (e) subject to the provisions of Sections 3(g) and Section 4 hereof: , (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential investments; Investments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be madeacquisitions and dispositions of (viii) select Joint Venture partners, structure and negotiate corresponding agreements and oversee and monitor these relationships; (iiiix) make investments on behalf engage, oversee, supervise and evaluate property managers who perform services for the Company or the Operating Partnership; (x) engage, oversee, supervise and evaluate Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; and (xi) manage accounting and other record-keeping functions for the Company and the Operating Partnership in compliance with Partnership, including reviewing and analyzing the investment objectives capital and policies of operating budgets for the Real Estate Assets and generating an annual budget for the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (v) enter into leases and service contracts for Real Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Property; (f) upon request, but no less than quarterly, provide the Directors Board with periodic reports regarding prospective investments; (g) obtain negotiate the prior approval terms of the Boardand make investments in, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in and dispositions of Real Properties; (h) make investments in and dispositions of Real Estate Related Securitiesof, Loans and Permitted Investments within the discretionary limits and authority as granted by the Board; (ih) within the discretionary limits and authority as granted by the Board, negotiate on behalf of the Company and the Operating Partnership with banks or other lenders for loans Loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Equity Shares and Securities or obtain loans Loans for the Company and the Operating Partnership, but in no event in such a way manner so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating Partnership; (ji) at least quarterly, and at any other time reasonably requested by the Board, obtain reports (which may, but are not required to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments Investments or contemplated investments of the Company and/or and the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted InvestmentsPartnership; (kj) from time to timeat least quarterly, or and at any other time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership under this AgreementAgreement (including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates), the composition and characteristics of the Company’s portfolio, and compliance with the Company’s Investment Guidelines and other policies approved from time to time by the Board; (lk) provide the Company and the Operating Partnership with all necessary cash management services; (l) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board; (m) notify the Board of all proposed transactions outside of the Advisor’s delegated authority before they are completed and obtain Board approval of same; (n) negotiate and effect any private placement of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board; (o) render such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein; (p) maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the Internal Revenue Service and other regulatory agencies; (q) do all things necessary to assure its ability to render the services described in this Agreement; (nr) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the Board; (p) make necessary regulatory filings, including filing tax returns on behalf of advise the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or Partnership regarding the Board; (r) provide investor relations services to maintenance of the Company’s qualification as a REIT and monitor the Company’s compliance with the various REIT qualification requirements and other rules set forth in the Code and any applicable treasury regulations promulgated under the Code, as amended from time to time, and use its commercially reasonable efforts to cause the Company to maintain its qualification as a REIT for U.S. federal income tax purposes; (s) provide Xxxxxxxx-Xxxxx advise the Company and the Operating Partnership regarding the maintenance of their exemptions from the status of an investment company required to register under the 1940 Act, and monitor compliance with the requirements for maintaining such exemptions and using commercially reasonable efforts to cause them to maintain such exemptions from such status; (t) assist the Company and the Operating Partnership in qualifying to do business in all applicable jurisdictions in which the Company, the Operating Partnership or their subsidiaries do business, and ensure that the Company, the Operating Partnership and their respective subsidiariessubsidiaries obtain and maintain all applicable licenses; (tu) provide tax assist the Company and the Operating Partnership in complying with all regulatory requirements applicable to them with respect to their business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings; (v) if requested by the Company, provide, or cause another qualified third party to provide, such internal audit, compliance for and control services as may be requested; (w) handle and resolve on behalf of the Company and the Operating Partnership (including their respective subsidiaries) all routine claims, disputes or controversies, including all routine litigation, arbitration, settlement or other proceedings or negotiations, in which the Company, the Operating Partnership or their respective subsidiaries may be involved or to which they may become subject, subject to such limitations or parameters as may be imposed from time to time by the Board; and (x) use commercially reasonable efforts to cause the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging); and (v) notify the Board of subsidiaries to comply with all proposed transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3applicable laws.

DUTIES OF THE ADVISOR. The Subject to Section 2.07, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the ProspectusCompany’s most recent Prospectus for Shares, Articles of Incorporation and Bylaws of the Company, and the Operating Partnership AgreementBylaws, the Advisor shall, either directly or by engaging any such a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person, including an Affiliate, that it deems qualified: (a) Find, evaluate, present and recommend to the Company investment opportunities consistent with the Company’s investment policies and objectives; (b) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Assets and the Company’s and the Operating Partnership’s Assets and investment policies; (bc) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company and the Operating Partnership; (cd) maintain and preserve the books and records of the Company and the Partnership, including stock books and records reflecting a record of the Stockholders and their ownership of the Company’s Shares; (e) 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name and on behalf of the Company and the Operating Partnership with any of the foregoing; (df) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or and the Operating Partnership; (eg) review and analyze the operating and capital budgets prepared and submitted by a third party for each property; (h) subject to the provisions of Sections 3(g2.02(i) and 4 2.03 hereof: , (i) locate, analyze and select potential investments; investments in Assets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Assets will be made; (iii) make investments in Assets on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsAssets; and (v) enter into leases of Property and service contracts for Real Property Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real PropertyAssets, including the servicing of Mortgages; (fi) upon request, provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Assets; (gj) if a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed transaction; (k) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee (including a majority of the Board, as the case may be, all Independent Directors) for any and all investments in and dispositions of Real PropertiesAssets with a Contract Purchase Price equal to or greater than $15,000,000; (hl) make investments obtain the prior approval of a majority of the Independent Directors and a majority of the Board not otherwise interested in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within any transaction with the discretionary limits and authority as granted by the BoardAdvisor or its Affiliates; (im) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or dealers, and negotiate private sales of Equity Shares and Securities other securities of the Company or obtain loans for the Company and the Operating Partnership, as and when appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (jn) obtain reports (which may, but are not required to, may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or and the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted InvestmentsAssets; (ko) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership under this Agreement; (lp) provide the Company and the Operating Partnership with with, or assist the Company and the Partnership in arranging for, all necessary cash management services; (mq) deliver to or maintain on behalf of the Company and the Partnership copies of all appraisals obtained in connection with the investments in Assets; (r) upon request of the Company, act, or obtain the services of others to act, as attorney-in-fact or agent of the Company and the Partnership in making, requiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and the Partnership and handling, prosecuting and settling any claims of the Company and the Partnership, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets; (s) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company in connection with investor relations; (t) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor; (u) assist the Company in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and (v) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the Board; (p) make necessary regulatory filings, including filing tax returns on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide investor relations services to the Company; (s) provide Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership and their respective subsidiaries; (t) provide tax compliance for the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging); and (v) notify the Board of all proposed transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3.

DUTIES OF THE ADVISOR. The Subject to Section 2.07, the Advisor undertakes to use its commercially reasonable best efforts to provide administrative services on behalf of the Company in connection with each Offering, to the present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program in Properties consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the DirectorsBoard, to manage the day-to-day operations of the Company, and to present to the Company opportunities for the disposition of Properties consistent with such investment objectives and policies. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the ProspectusCompany’s most recent Prospectus for Shares, Articles of Incorporation and Bylaws of the Company, and the Operating Partnership AgreementBylaws, the Advisor shall, either directly or by engaging any such a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person, including an Affiliate, that it deems qualified: (a) administer on behalf of the Company, and represent the Company, in the sale of Shares in any Offering; (b) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Properties and the Company’s and the Operating Partnership’s Assets and investment policies; (bc) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company and the Operating PartnershipCompany; (cd) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company’s Shares; (e) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (df) consult with with, and provide information to, the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipCompany; (eg) subject to the provisions of Sections 3(g2.02(i) and 4 2.03 hereof: , (i) locate, analyze and select potential investments; investments in Properties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties will be made; (iii) make investments in Properties on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing arrange, structure and refinancing and make other changes in negotiate the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsProperties; and (v) enter into leases of Property and service contracts for Real Property Assets; and (vi) review and analyze each Property’s operating and capital budget; and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real PropertyProperties; (fh) upon requestadminister the compliance with lease obligations relative to the properties, including, without limitation, receive on behalf of the Company and deposit in the Company’s accounts monthly lease payments; periodically verify payment of real estate taxes and insurance coverage; periodically inspect properties and tenant sales records, where applicable; negotiate disputes with tenants; manage the re-letting and remodeling of properties; (i) provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Assets; (gj) if a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed transaction; (k) obtain the prior approval of a majority of the Board, any particular Independent Directors specified by and a majority of the Board not otherwise interested in any transaction with the Advisor or any committee of the Board, as the case may be, for any and all investments in and dispositions of Real Propertiesits Affiliates; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority as granted by the Board; (il) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or dealers, and negotiate private sales of Equity Shares and Securities other securities of the Company or obtain loans for the Company Company, as and the Operating Partnershipwhen appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (jm) obtain reports (which may, but are not required to, may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted InvestmentsAssets; (kn) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership under this Agreement; (lo) provide the Company and with, or assist the Operating Partnership with Company in arranging for, all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (np) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the BoardAssets; (oq) effect any private placement upon request of OP Unitsthe Company, tenancyact, or obtain the services of others to act, as attorney-in-common fact or agent of the Company in making, requiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests in Real Properties as may be approved by comprising any of the BoardAssets; (pr) make necessary regulatory filings, including arrange for the disposal of Properties on the Company’s behalf in compliance with the Company’s investment objectives and policies as stated in the Company’s most recent Prospectus for Shares and advise the Board in connection with an exit strategy; (s) supervise the preparation and filing tax and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide connection with investor relations services to the Company; (s) provide Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership and their respective subsidiariesrelations; (t) provide tax compliance office space, equipment and personnel as required for the Company, performance of the Operating Partnership and their respective subsidiariesforegoing services as Advisor; (u) provide foreign currency management (including foreign currency hedging)assist the Company in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and (v) notify do all things necessary to assure its ability to render the Board of all proposed transactions not otherwise services described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3Agreement.

DUTIES OF THE ADVISOR. The Advisor shall be deemed to be in a fiduciary relationship to the Company and its Stockholders. Subject to Section 2.08, the Advisor undertakes to use its commercially reasonable efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the DirectorsBoard. In performance of this undertakingperforming its duties, subject to the supervision of the Directors Board and consistent with the provisions of the ProspectusCompany’s most recent public filings, the Articles of Incorporation and Bylaws of the Company, and the Operating Partnership AgreementBylaws, the Advisor shall, either directly or by engaging any such a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person, including an Affiliate, that it deems qualified: (a) serve as provide the Company’s and the Operating Partnership’s investment and financial advisor and provide Company with research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets and investment policiespolicies of the Company; (b) provide manage the daily management of the Company and the Operating Partnership Company’s day-to-day operations and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company and the Operating PartnershipCompany; (c) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company’s Shares; (d) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such the duly qualified and, if required, licensed Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to duly qualified and licensed consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents and any and all agents for any of the foregoing, including duly qualified and licensed Affiliates of the Advisor, and duly qualified and, if required, licensed Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (de) consult with the officers and Directors of the Company and the Board and assist the Directors Board in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipCompany; (ef) subject to the provisions of Sections 3(g2.02(h) and 4 hereof: 2.03 below, (i) locate, analyze and select potential investmentsinvestments in Assets; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Assets will be made; (iii) make investments in Assets on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsAssets; and (v) enter into leases of Property and service contracts for Real Property Assets with duly qualified and, if required, licensed Persons and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Propertythe Assets, including the servicing of Mortgages, other loans and investments; (fg) upon request, provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Assets; (gh) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee (including a majority of the Board, as the case may be, all Independent Directors) for any and all investments in and dispositions of Real Properties; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority as granted by the BoardAssets; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or dealers, and negotiate private sales of Equity Shares and Securities other securities of the Company or obtain loans for the Company Company, as and the Operating Partnershipwhen appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that that, subject to Section 3.01(c), any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (j) obtain reports (which may, but are not required to, may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted InvestmentsAssets; (k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership under this Agreement; (l) provide assist the Company and the Operating Partnership with in arranging for all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Assets; (n) upon request of the Company, act, or obtain the services of other duly qualified and, if required, licensed Persons to act, as attorney-in-fact or agent of the Company in making, acquiring and valuations disposing of Real PropertiesAssets, Real Estate Related Securitiesdisbursing and collecting funds on behalf of the Company, Loans paying the debts and Permitted Investments as may be required fulfilling the obligations of the Company and retaining counsel or other advisors to be obtained by assist in handling, prosecuting and settling any claims of the BoardCompany, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets; (o) effect any private placement supervise the preparation and filing and distribution of OP Units, tenancy-in-common or returns and reports to governmental agencies and to Stockholders and other interests in Real Properties as may be approved by investors and act on behalf of the BoardCompany; (p) make necessary regulatory filingsprovide office space, including filing tax returns on behalf equipment and personnel as required for the performance of the Company and the Operating Partnershipforegoing services as Advisor; (q) prepare or oversee third parties assist the Company in preparing all financial reports, statements or analysis reports and returns required by regulatory authorities the Securities and Exchange Commission, Internal Revenue Service and other state or the Board;federal governmental agencies; and (r) provide investor relations do all things necessary to assure its ability to render the services to the Company; (s) provide Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership and their respective subsidiaries; (t) provide tax compliance for the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging); and (v) notify the Board of all proposed transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3Agreement.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the ProspectusRegistration Statement, Articles of Incorporation and Bylaws of the Company, and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets assets and investment policies; (b) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany; (c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing servicesservices herein, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipCompany; (e) subject to the provisions of Sections Paragraphs 3(g) and 4 hereof: , (i) locate, analyze and select potential investments; investments in Properties and Loans and other Permitted Investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Loans and other Permitted Investments will be made; (iii) make investments on behalf of the Company in Properties and the Operating Partnership Loans and other Permitted Investments in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsProperties, Loans and other Permitted Investments; and (v) enter into leases and service contracts for Real Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Property; (f) upon request, provide the Directors with periodic reports regarding prospective investmentsinvestments in Properties, Loans and other Permitted Investments; (g) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee (including a majority of the Board, as the case may be, all Independent Directors) for any and all investments in Properties, Loans and dispositions of Real Propertiesother Permitted Investments; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Equity Shares and Securities or obtain loans for the Company and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (ji) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted InvestmentsCompany; (kj) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company and the Operating Partnership under this Agreement; (lk) provide the Company and the Operating Partnership with all necessary cash management services; (ml) do all things necessary to assure its ability to render the services described in this Agreement; (nm) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in and valuations of Real Properties, Real Estate Related Securities, Loans and other Permitted Investments as may be required to be obtained by the BoardInvestments; (on) effect any private placement of OP Units, tenancy-in-common or other interests assist the Company in Real Properties as may be approved by the Board; (p) make making necessary regulatory filings, including filing tax returns on behalf of the Company and the Operating PartnershipCompany; (qo) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (rp) provide investor relations services to the Company; (sq) provide advise and assist the Company with respect to Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership Company and their respective its subsidiaries; (tr) provide advise and assist the Company with respect to tax compliance for the Company, the Operating Partnership Company and their respective its subsidiaries; (u) provide foreign currency management (including foreign currency hedging); and (vs) notify the Board of all proposed material transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, above before they are completed; (t) oversee property managers and other Persons who perform services for the Company; and (u) undertake accounting and other record keeping functions at the Property level. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section Paragraph 3.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Prospectus, Articles of Incorporation and Bylaws of the Company, Company and the Operating Partnership Agreementany Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s 's investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets 's assets and investment policies; (b) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany; (c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (d) consult with the officers and Directors of the Company and assist the Directors Board in the formulation and implementation of the Company’s and the Operating Partnership’s 's financial policies, policies and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipCompany; (e) subject to the provisions of Sections 3(g) and 4 hereof: (i) locate, analyze and select potential investmentsinvestments in Investment Assets; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in Investment Assets will be made, purchased or acquired by the Company; (iii) make investments in Investment Assets on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and of, make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsInvestment Assets; and (v) enter into leases and service contracts for Real Property Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real PropertyProperties; (f) upon request, provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Investment Assets; (g) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee (including a majority of the Board, as the case may be, Independent Directors) for any and all investments in Property which do not meet all of the requirements set forth in Section 4(b) hereof and dispositions obtain the prior approval of Real Propertiesthe Independent Directors for all investments in Loans; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Equity Shares and Securities or obtain loans for the Company and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (ji) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or in Investment Assets; (j) obtain for, or provide to, the Operating Partnership Company such services as may be required in Real Propertiesacquiring, Real Estate Related Securitiesmanaging and disposing of Investment Assets, Loans including, but not limited to: (i) the negotiation, making and Permitted Investmentsservicing of Loans; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of the Company; and (iv) the handling, prosecuting and settling of any claims of or against the Company, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing the Loans; (k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership under this Agreement; (l) communicate on behalf of the Company with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by the Company; (m) provide or arrange for 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; (n) provide the Company with such accounting data and any other information requested by the Operating Partnership Company concerning the investment activities of the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (o) maintain the books and records of the Company; (p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans; (q) provide the Company with all necessary cash management services; (mr) do all things necessary to assure its ability to render the services described in this Agreement; (ns) perform such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Advisor shall deem advisable under the particular circumstances; (t) arrange to obtain on behalf of the Company as requested by the Board, and deliver to or maintain on behalf of the Company copies of of, all appraisals obtained in connection with the investments in Properties and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the Board; (p) make necessary regulatory filings, including filing tax returns on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide investor relations services to the Company; (s) provide Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership and their respective subsidiaries; (t) provide tax compliance for the Company, the Operating Partnership and their respective subsidiaries;Loans; and (u) provide foreign currency management (including foreign currency hedging); and (v) notify the Board of all if a transaction, proposed transactions not otherwise described above, the value of which exceeds an amount which may be designated transaction or other matter requires approval by the Board from time or by the Independent Directors, deliver to timethe Board or the Independent Directors, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the DirectorsBoard. The Advisor shall devote sufficient resources to the administration of the Company to discharge its obligations hereunder. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions set forth herein and in Declaration of the Prospectus, Articles of Incorporation Trust and Bylaws of the Company, and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets assets and investment policies; (b) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany; (c) maintain and preserve the books and records of the Company, including share books and records reflecting a record of the Shareholders and their ownership of the Company’s uncertificated Shares and acting as transfer agent for the Company’s uncertificated Shares; (d) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (de) consult with the officers and Directors the Board of the Company and assist the Directors Board in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipCompany; (ef) subject to the provisions of Sections 3(gParagraphs 3(h) and 4 hereof: , (i) locate, analyze and select potential investments; investments in Properties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties will be made; (iii) make investments in Properties on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsProperty; and (v) enter into leases and service contracts for Real Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Property; (fg) upon request, provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Properties; (gh) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee (including a majority of the Board, as the case may be, all Independent Trustees) for any and all investments in and in, or financings or dispositions of Real of, Properties; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority except as granted by the Boarddescribed herein; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Equity Shares and Securities or obtain loans for the Company and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (j) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted Investments; (k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership under this Agreement; (l) provide the Company and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the Board; (p) make necessary regulatory filings, including filing tax returns on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide investor relations services to the Company; (s) provide Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership and their respective subsidiaries; (t) provide tax compliance for the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging); and (vo) notify the Board of all proposed material transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Prospectus, Articles of Incorporation and Bylaws of the Company, and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets assets and investment policies; (b) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany; (c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, 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 to, consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing servicesservices herein, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipCompany; (e) subject to the provisions of Sections Paragraphs 3(g) and 4 hereof: , (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investments; , (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments will be mademade by the Company; (iii) make investments in Properties, Mortgage Loans and other investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, Properties, Mortgage Loans and other investments; and (v) enter into leases and service contracts for Real Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Company Property; (f) upon request, provide the Directors with periodic reports regarding prospective investments; (g) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in and dispositions Properties, Mortgage Loans (with respect to which the vote of Real Propertiesa majority of the Independent Directors must be obtained), or other assets; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Equity Shares and Securities or obtain loans for the Company and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (ji) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted InvestmentsCompany; (kj) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company and the Operating Partnership under this Agreement; (lk) provide the Company and the Operating Partnership with all necessary cash management services; (ml) do all things necessary to assure its ability to render the services described in this Agreement; (nm) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the Board; (p) make necessary regulatory filings, including filing tax returns on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide investor relations services to the Company; (s) provide Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership and their respective subsidiaries; (t) provide tax compliance for the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging)Mortgage Loans; and (vn) notify the Board of all proposed material transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the ProspectusRegistration Statement, Articles of Incorporation and Bylaws of the Company, and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets assets and investment policies; (b) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany; (c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing servicesservices herein, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipCompany; (e) subject to the provisions of Sections Paragraphs 3(g) and 4 hereof: , (i) locate, analyze and select potential investments; investments in Properties and Loans and other Permitted Investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Loans and other Permitted Investments will be made; (iii) make investments on behalf of the Company in Properties and the Operating Partnership Loans and other Permitted Investments in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsProperties, Loans and other Permitted Investments; and (v) enter into leases and service contracts for Real Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Property; and (vi) make dispositions of any portion of a Property to any Person other than the Advisor, a Director or their Affiliates without obtaining the prior approval of the Board, provided such portion of a Property is sold, transferred or conveyed for a purchase price in an amount not to exceed One Million and No/100 Dollars ($1,000,000); (f) upon request, provide the Directors with periodic reports regarding prospective investmentsinvestments in Properties, Loans and other Permitted Investments; (g) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee (including a majority of the Board, as the case may be, all Independent Directors) for any and all investments in Properties, Loans and dispositions of Real Propertiesother Permitted Investments; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Equity Shares and Securities or obtain loans for the Company and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (ji) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted InvestmentsCompany; (kj) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company and the Operating Partnership under this Agreement; (lk) provide the Company and the Operating Partnership with all necessary cash management services; (ml) do all things necessary to assure its ability to render the services described in this Agreement; (nm) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in and valuations of Real Properties, Real Estate Related Securities, Loans and other Permitted Investments as may be required to be obtained by the BoardInvestments; (on) effect any private placement of OP Units, tenancy-in-common or other interests assist the Company in Real Properties as may be approved by the Board; (p) make making necessary regulatory filings, including filing tax returns on behalf of the Company and the Operating PartnershipCompany; (qo) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (rp) provide investor relations services to the Company; (sq) provide advise and assist the Company with respect to Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership Company and their respective its subsidiaries; (tr) provide advise and assist the Company with respect to tax compliance for the Company, the Operating Partnership Company and their respective its subsidiaries; (u) provide foreign currency management (including foreign currency hedging); and (vs) notify the Board of all proposed material transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, above before they are completed; (t) oversee property managers and other Persons who perform services for the Company; and (u) undertake accounting and other record keeping functions at the Property level. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section Paragraph 3.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Prospectus, Articles of Incorporation and Bylaws of the Company, and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets and investment policies; (b) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating Partnership; (c) 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating Partnership; (e) subject to the provisions of Sections 3(g) and 4 hereof: hereof (i) locate, analyze and select potential investments; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, with the investments; and (v) enter into leases and service contracts for Real Property and, to the extent necessary, Property; (vi) perform all other operational functions for the maintenance and administration of Company Property; and (vii) make dispositions of any portion of a Real Property to any Person other than the Advisor, a Director or their Affiliates without obtaining the prior approval of the Board, provided such portion of a Real PropertyProperty is sold, transferred or conveyed for a purchase price in an amount not to exceed One Million and No/100 Dollars ($1,000,000); (f) upon request, provide the Directors with periodic reports regarding prospective investments; (g) obtain the prior approval of the BoardBoard , any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in and dispositions of Real PropertiesProperties (except, with respect to dispositions, as expressly permitted in 3(e)(vii) above); (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Equity Shares and Securities or obtain loans for the Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating Partnership; (j) obtain reports (which may, but are not required to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted Investments; (k) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company and the Operating Partnership under this Agreement; (l) provide the Company and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the Board; (p) make necessary regulatory filings, including filing tax returns returns, on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide investor relations services to the Company; (s) provide Xxxxxxxxadvise and assist the Company with respect to Sxxxxxxx-Xxxxx Act of 2002 compliance for the Company, the Operating Partnership and their respective subsidiaries; (t) provide advise and assist the Company with respect to tax compliance for the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging); (v) oversee property managers and other Persons who perform services for the Company; (w) undertake accounting and other record keeping functions at the Real Property level; and (vx) notify the Board of all proposed transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3.

DUTIES OF THE ADVISOR. The Subject to Section 2.08, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the ProspectusCompany’s most recent Prospectus for Shares, Articles of Incorporation and Bylaws of the Company, and the Operating Partnership AgreementBylaws, the Advisor shall, either directly or by engaging any such a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Assets and the Company’s and the Operating Partnership’s Assets and investment policies; (b) determine the proper allocation of the Company’s and Operating Partnership’s Assets between (i) retail, office and industrial properties, (ii) Real Estate Related Assets and Other Investments, and (iii) cash and cash equivalents and other short-term investments; (c) select a Sub-Advisor, joint venture and strategic partners, and service providers for the Company and structure corresponding agreements; (d) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company and the Operating PartnershipCompany; (ce) provide property management and leasing services; (f) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company’s Shares; (g) 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (dh) consult with with, and provide information to, the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipCompany; (ei) subject to the provisions of Sections 3(g2.02(m) and 4 2.03 hereof: , (i) locate, analyze and select potential investments; investments in Assets and Other Investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Assets and Other Investments will be made; (iii) make investments in Assets and Other Investments on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for arrange, structure and negotiate financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsAssets and Other Investments; and (v) enter into leases of Property and service contracts for Real Property Assets; and (vi) review and analyze each Property’s operating and capital budget; and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real PropertyAssets, including the servicing of Mortgages; (fj) upon request, provide input in connection with the valuations performed by the Independent Valuation Expert; (k) monitor the Independent Valuation Expert’s valuation process to ensure that it complies with the Valuation Guidelines and report on such compliance to the Board on a quarterly basis; (l) provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Assets and Other Investments; (gm) if a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed transaction; (n) obtain the prior approval of a majority of the Board, any particular Independent Directors specified by and a majority of the Board not otherwise interested in any transaction with the Advisor or any committee of the Board, as the case may be, for any and all investments in and dispositions of Real Propertiesits Affiliates; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority as granted by the Board; (io) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or dealers, and negotiate private sales of Equity Shares and Securities other securities of the Company or obtain loans for the Company Company, as and the Operating Partnershipwhen appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (jp) obtain reports (which may, but are not required to, may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans Assets and Permitted Other Investments; (kq) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership under this Agreement; (lr) provide the Company and with, or assist the Operating Partnership with Company in arranging for, all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (ns) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Assets and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the BoardOther Investments; (ot) effect any private placement upon request of OP Unitsthe Company, tenancyact, or obtain the services of others to act, as attorney-in-common fact or agent of the Company in making, requiring and disposing of Assets and Other Investments, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests in Real Properties as may be approved by comprising any of the BoardAssets and Other Investments; (pu) make necessary regulatory filings, including arrange for the disposal of Properties on the Company’s behalf in compliance with the Company’s investment objectives and policies as stated in the Company’s most recent Prospectus for Shares; (v) supervise the preparation and filing tax and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company and the Operating Partnershipin connection with investor relations; (qw) prepare or oversee third parties in preparing all financial reportsrecruitment and hiring of personnel who will have direct responsibility for the operations of each property we acquire, statements or analysis required by regulatory authorities or the Boardwhich may include, but is not limited to, on-site managers and building and maintenance personnel, and direct and establish policies for such personnel; (rx) provide investor relations services to the Company; (s) provide Xxxxxxxx-Xxxxx compliance for the Companyoffice space, the Operating Partnership equipment and their respective subsidiaries; (t) provide tax compliance for the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging); and (v) notify the Board of all proposed transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long supplies as the Advisor remains responsible required for the performance of the duties set forth foregoing services as Advisor; (y) assist the Company in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and (z) do all things necessary to assure its ability to render the services described in this Section 3Agreement.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the DirectorsBoard. The Advisor shall devote sufficient resources to the administration of the Company to discharge its obligations hereunder. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions set forth herein and in Declaration of the Prospectus, Articles of Incorporation Trust and Bylaws of the Company, and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets assets and investment policies; (b) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany; (c) maintain and preserve the books and records of the Company, including share books and records reflecting a record of the Shareholders and their ownership of the Company’s uncertificated Shares; (d) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (de) consult with the officers and Directors the Board of the Company and assist the Directors Board in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipCompany; (ef) subject to the provisions of Sections 3(g3(h) and 4 hereof: , (i) locate, analyze and select potential investments; investments in Properties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties will be made; (iii) make investments in Properties on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsProperty; and (v) enter into leases and service contracts for Real Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Property; (vi) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (vii) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (viii) manage accounting and other record keeping functions for the Company and the Operating Partnership; and (ix) recommend liquidity events to the Board when appropriate; (fg) upon request, provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Properties; (gh) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee (including a majority of the Board, as the case may be, all Independent Trustees) for any and all investments in and in, or financings or dispositions of Real of, Properties; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority except as granted by the Boarddescribed herein; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Equity Shares and Securities or obtain loans for the Company and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (j) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted Investments; (k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates; (l) provide the Company and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the Board; (p) make necessary regulatory filings, including filing tax returns on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide investor relations services to the Company; (s) provide Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership and their respective subsidiaries; (t) provide tax compliance for the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging); and (vo) notify the Board of all proposed material transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, (i) the Advisor is under no obligation to provide transfer agent support services of the nature currently provided to the Company by CNL Fund Management Company and its Affiliates and (ii) the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.

DUTIES OF THE ADVISOR. The Subject to Section 2.07, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the ProspectusCompany’s most recent Prospectus for Shares, Articles of Incorporation and Bylaws of the Company, and the Operating Partnership AgreementBylaws, the Advisor shall, either directly or by engaging any such a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Assets and the Company’s and the Operating Partnership’s Assets and investment policies; (b) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company and the Operating PartnershipCompany; (c) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company’s Shares; (d) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (de) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipCompany; (ef) subject to the provisions of Sections 3(g2.02(i) and 4 2.03 hereof: , (i) locate, analyze and select potential investments; investments in Assets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Assets will be made; (iii) make investments in Assets on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsAssets; and (v) enter into leases of Property and service contracts for Real Property Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real PropertyAssets, including the servicing of Mortgages; (fg) upon request, provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Assets; (gh) if a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed transaction; (i) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee (including a majority of the Board, as the case may be, all Independent Directors) for any and all investments in and dispositions of Real PropertiesAssets; (hj) make investments obtain the prior approval of a majority of the Independent Directors and a majority of the Board not otherwise interested in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within any transaction with the discretionary limits and authority as granted by the BoardAdvisor or its Affiliates; (ik) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or dealers, and negotiate private sales of Equity Shares and Securities other securities of the Company or obtain loans for the Company Company, as and the Operating Partnershipwhen appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (jl) obtain reports (which may, but are not required to, may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted InvestmentsAssets; (km) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership under this Agreement; (ln) provide the Company and with, or assist the Operating Partnership with Company in arranging for, all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (no) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the BoardAssets; (p) make necessary regulatory filingsupon request of the Company, act, or obtain the services of others to act, as attorney-in-fact or agent of the Company in making, requiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets; (q) supervise the preparation and filing tax and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Boardconnection with investor relations; (r) provide investor relations office space, equipment and personnel as required for the performance of the foregoing services to the Companyas Advisor; (s) provide Xxxxxxxx-Xxxxx compliance for assist the CompanyCompany in preparing all reports and returns required by the Securities and Exchange Commission, the Operating Partnership Internal Revenue Service and their respective subsidiaries;other state or federal governmental agencies; and (t) provide tax compliance for do all things necessary to assure its ability to render the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging); and (v) notify the Board of all proposed transactions not otherwise services described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3Agreement.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable best efforts to present manage the day to day affairs of the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the ProspectusRegistration Statement, Articles of Incorporation and Bylaws of the Company, and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s 's investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets 's assets and investment policies; (b) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany; (c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s and the Operating Partnership’s 's financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipCompany; (e) subject to the provisions of Sections 3(g) and 4 hereof: (i) locate, analyze and select potential investments; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (v) enter into leases and service contracts for Real Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Property; (f) upon request, provide the Directors with periodic reports regarding prospective investments; (g) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in and dispositions of Real Properties; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Equity Shares and Securities or obtain loans for the Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating Partnership; (j) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Property and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted InvestmentsLoans; (kf) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company and the Operating Partnership under this Agreement; (g) communicate on behalf of the Company with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by the Company; (h) provide or arrange for 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; (i) provide the Company with such accounting data and any other information so requested concerning the investment activities of the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (j) maintain the books and records of the Company; (k) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans; (l) provide the Company and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments perform such other services as may be required from time to be obtained by time for management and other activities relating to the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the Board; (p) make necessary regulatory filings, including filing tax returns on behalf assets of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide investor relations services to the Company; (s) provide Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership and their respective subsidiaries; (t) provide tax compliance for the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging); and (v) notify the Board of all proposed transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for shall deem advisable under the performance of the duties set forth in this Section 3.particular circumstances;

DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the DirectorsBoard. The Advisor shall devote sufficient resources to the administration of the Company to discharge its obligations hereunder. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions set forth herein and in Declaration of the Prospectus, Articles of Incorporation Trust and Bylaws of the Company, and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets assets and investment policies; (b) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany; (c) maintain and preserve the books and records of the Company, including share books and records reflecting a record of the Shareholders and their ownership of the Company’s uncertificated Shares and acting as transfer agent for the Company’s uncertificated Shares; (d) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (de) consult with the officers and Directors the Board of the Company and assist the Directors Board in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipCompany; (ef) subject to the provisions of Sections 3(gParagraphs 3(h) and 4 hereof: , (i) locate, analyze and select potential investments; investments in Properties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties will be made; (iii) make investments in Properties on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsProperty; and (v) enter into leases and service contracts for Real Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Property; (fg) upon request, provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Properties; (gh) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee (including a majority of the Board, as the case may be, all Independent Trustees) for any and all investments in and in, or financings or dispositions of Real of, Properties; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority except as granted by the Boarddescribed herein; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Equity Shares and Securities or obtain loans for the Company and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (j) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted Investments; (k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership under this Agreement; (l) provide the Company and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the Board; (p) make necessary regulatory filings, including filing tax returns on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide investor relations services to the Company; (s) provide Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership and their respective subsidiaries; (t) provide tax compliance for the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging); and (vo) notify the Board of all proposed material transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3.

DUTIES OF THE ADVISOR. The Advisor shall be deemed to be in a fiduciary relationship to the Company and its Stockholders. Subject to Section 2.08, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the DirectorsBoard. In performance of this undertakingperforming its duties, subject to the supervision of the Directors Board and consistent with the provisions of the ProspectusCompany’s most recent Prospectus for Shares, the Articles of Incorporation and Bylaws of the Company, and the Operating Partnership AgreementBylaws, the Advisor shall, either directly or by engaging any such an Affiliate of the Advisor or other Person, including an Affiliate, that it deems qualified: (a) serve as provide the Company’s and the Operating Partnership’s investment and financial advisor and provide Company with research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets and investment policies; (b) provide manage the daily management of the Company and the Operating Partnership Company’s day-to-day operations and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company and the Operating PartnershipCompany; (c) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company’s Shares; (d) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such the Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (de) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipCompany; (ef) subject to the provisions of Sections 3(g2.02(h) and 4 2.03 hereof: , (i) locate, analyze and select potential investments; investments in Assets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Assets will be made; (iii) make investments in Assets on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsAssets; and (v) enter into leases of Property and service contracts for Real Property Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Propertythe Assets, including the servicing of Mortgages; (fg) upon request, provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Assets; (gh) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee (including a majority of the Board, as the case may be, all Independent Directors) for any and all investments in and dispositions of Real Properties; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority as granted by the BoardAssets; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or dealers, and negotiate private sales of Equity Shares and Securities other securities of the Company or obtain loans for the Company Company, as and the Operating Partnershipwhen appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (j) obtain reports (which may, but are not required to, may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted InvestmentsAssets; (k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership under this Agreement; (l) provide assist the Company and the Operating Partnership with in arranging for all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Assets; (n) upon request of the Company, act, or obtain the services of others to act, as attorney-in-fact or agent of the Company in making, requiring and valuations disposing of Real PropertiesAssets, Real Estate Related Securitiesdisbursing, Loans and Permitted Investments as may be required collecting the funds, paying the debts and fulfilling the obligations of the Company and retaining counsel or other advisors to be obtained by assist in handling, prosecuting and settling any claims of the BoardCompany, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets; (o) effect any private placement supervise the preparation and filing and distribution of OP Units, tenancy-in-common or returns and reports to governmental agencies and to Stockholders and other interests in Real Properties as may be approved by investors and act on behalf of the BoardCompany; (p) make necessary regulatory filingsprovide office space, including filing tax returns on behalf equipment and personnel as required for the performance of the Company and the Operating Partnershipforegoing services as Advisor; (q) prepare or oversee third parties assist the Company in preparing all financial reports, statements or analysis reports and returns required by regulatory authorities the Securities and Exchange Commission, Internal Revenue Service and other state or the Board;federal governmental agencies; and (r) provide investor relations do all things necessary to assure its ability to render the services to the Company; (s) provide Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership and their respective subsidiaries; (t) provide tax compliance for the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging); and (v) notify the Board of all proposed transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3Agreement.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Prospectus, Articles of Incorporation and Bylaws of the Company, Company and the Operating Partnership Agreementany Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets assets and investment policies; (b) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany; (c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (d) consult with the officers and Directors of the Company and assist the Directors Board in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipBoard; (e) subject to the provisions of Sections 3(g) and 4 hereof: (i) locate, analyze and select potential investmentsinvestments in Investment Assets; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in Investment Assets will be made, purchased or acquired by the Company; (iii) make investments in Investment Assets on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and of, make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsInvestment Assets; and (v) enter into leases and service contracts for Real Property Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real PropertyProperties; (f) upon request, provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Investment Assets; the occurrence of any Triggering Event during the prior fiscal quarter; and the amounts of “dead deal” costs incurred by the Company during the prior fiscal quarter; (g) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee (including a majority of the Board, as the case may be, Independent Directors) for any and all investments in Property which do not meet all of the requirements set forth in Section 4(b) hereof and dispositions obtain the prior approval of Real Propertiesthe Independent Directors for all investments in Loans; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Equity Shares and Securities or obtain loans for the Company and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (ji) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or in Investment Assets; (j) obtain for, or provide to, the Operating Partnership Company such services as may be required in Real Propertiesacquiring, Real Estate Related Securitiesmanaging and disposing of Investment Assets, Loans including, but not limited to: (i) the negotiation, making and Permitted Investmentsservicing of Loans; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of the Company; and (iv) the handling, prosecuting and settling of any claims of or against the Company, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing the Loans; (k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership under this Agreement; (l) communicate on behalf of the Company with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by the Company; (m) provide or arrange for 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; (n) provide the Company with such accounting data and any other information requested by the Operating Partnership Company concerning the investment activities of the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (o) maintain the books and records of the Company; (p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans; (q) provide the Company with all necessary cash management services; (mr) do all things necessary to assure its ability to render the services described in this Agreement; (ns) perform such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Advisor shall deem advisable under the particular circumstances; (t) arrange to obtain on behalf of the Company as requested by the Board, and deliver to or maintain on behalf of the Company copies of of, all appraisals obtained in connection with the investments in Properties and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the Board; (p) make necessary regulatory filings, including filing tax returns on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide investor relations services to the Company; (s) provide Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership and their respective subsidiaries; (t) provide tax compliance for the Company, the Operating Partnership and their respective subsidiaries;Loans; and (u) provide foreign currency management (including foreign currency hedging); andif a transaction, proposed transaction or other matter requires approval by the Board or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter. (v) notify on an annual basis, no later than 90 days prior to the Board end of all each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor’s performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any proposed transactions not otherwise described abovechanges to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor’s report shall address, among other things, (a) those matters identified in the Company’s organizational documents as matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment Asset acquired during the past year; and (c) the “dead deal” costs incurred by the Company during the past year. If a Triggering Event has occurred, the value Independent Directors may consider whether, after taking account of which exceeds an amount which may be designated the overall performance of the Advisor during the past year, they wish to request that the Advisor refund all or a portion of the Initial Acquisition Fee paid by the Board from time to timeCompany in respect of such Investment Asset, before they are completed. Notwithstanding and if the foregoingIndependent Directors make that request, the Advisor shall refund such amount to the Company within 60 days after receipt of such request. In addition, the Independent Directors may delegate any request that the Advisor refund certain of the foregoing duties to any Persondead deal costs incurred by the Company if, including an Affiliate, so long as the Advisor remains responsible for the performance in light of the duties set forth in this Section 3circumstances under which such costs were incurred, the Independent Directors determine that the Company should not bear such costs.

DUTIES OF THE ADVISOR. The Advisor Adviser undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the ProspectusRegistration Statement, Articles of Incorporation and Bylaws of the Company, as each may at any time and the Operating Partnership Agreementfrom time to time be amended, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualified: (a) serve Serve as the Company’s and the Operating Partnership’s 's investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets 's assets and investment policies; (b) provide Provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany; (c) investigateInvestigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons persons as the Advisor Adviser deems necessary to the proper performance of its obligations hereunderpursuant to this Advisery Agreement, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons persons acting in any other capacity deemed by the Advisor Adviser necessary or desirable for the performance of any of the foregoing such services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoingsuch persons; (d) consult Consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s and the Operating Partnership’s 's financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipCompany; (e) subject to the provisions of Sections 3(g) and 4 hereof: (i) locateLocate, analyze and select potential investments; investments in securities, Property and Loans; (iif) structure Structure and negotiate the terms and conditions of transactions pursuant to which investments in securities, Properties and Loans will be made; , purchased or acquired by the Company; (iiig) make Make investments in securities, Property and Loans on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; ; (ivh) arrange Arrange for financing financing, and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, of or otherwise deal withwith the investments in securities, investments; Property and (v) enter into leases and service contracts for Real Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real PropertyLoans; (fi) upon request, provide Provide the Directors with periodic reports regarding prospective investmentsinvestments in securities, Properties and Loans; (gj) obtain Obtain the prior approval of the Board, any particular Directors specified by the Board or any committee (including a majority of the Board, as the case may be, Independent Directors) for any and all investments in and dispositions Property which do not meet all of Real Propertiesthe requirements set out in Section 4(b) of this Advisery Agreement; (hk) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority as granted by the Board; (i) negotiate Negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Equity Shares and Securities or obtain loans for the Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, provided that any fees and costs payable to third parties incurred by the Advisor Adviser in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (jl) obtain Obtain reports (which may, but are not required to, may be prepared by the Advisor Adviser or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Property and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted InvestmentsLoans; (km) from Obtain for, or provide to, the Company such services as may be required in acquiring, managing and disposing of Company Property and/or Loans, including, but not limited to: (i) The negotiation, making and servicing of Loans; (ii) The disbursement and collection of Company monies; (iii) The payment of debts of and fulfillment of the obligations of the Company; and (iv) The handling, prosecuting and settling of any claims of or against the Company, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing the Loans. (n) From time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company and the Operating Partnership under this Agreement; (lo) provide Communicate on behalf of the Company with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by the Operating Partnership Company; (p) Provide or arrange for 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; (q) Provide the Company with such accounting data and any other information so requested concerning the investment activities of the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (r) Maintain the books and records of the Company; (s) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans; (t) Provide the Company with all necessary cash management services; (mu) do Do all things necessary to assure its ability to render the services described in this Advisery Agreement; (nv) deliver Perform such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Adviser shall deem advisable under the particular circumstances; and (w) Deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in securities, Properties and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the Board; (p) make necessary regulatory filings, including filing tax returns on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide investor relations services to the Company; (s) provide Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership and their respective subsidiaries; (t) provide tax compliance for the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging); and (v) notify the Board of all proposed transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3Loans.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Prospectus, Articles of Incorporation and Bylaws of the Company, Company and the Operating Partnership Agreementany Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualified: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets assets and investment policies; (b) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany; (c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (d) consult with the officers and Directors of the Company and assist the Directors Board in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, policies and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipCompany; (e) subject to the provisions of Sections 3(g) and 4 hereof: (i) locate, analyze and select potential investmentsinvestments in Investment Assets; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in Investment Assets will be made, purchased or acquired by the Company; (iii) make investments in Investment Assets on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and of, make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsInvestment Assets; and (v) enter into leases and service contracts for Real Property Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real PropertyProperties; (f) upon request, provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Investment Assets; (g) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee (including a majority of the Board, as the case may be, Independent Directors) for any and all investments in Property which do not meet all of the requirements set forth in Section 4(b) hereof and dispositions obtain the prior approval of Real Propertiesthe Independent Directors for all investments in Loans; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Equity Shares and Securities or obtain loans for the Company and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating PartnershipCompany; (ji) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and/or in Investment Assets; (j) obtain for, or provide to, the Operating Partnership Company such services as may be required in Real Propertiesacquiring, Real Estate Related Securitiesmanaging and disposing of Investment Assets, Loans including, but not limited to: (i) the negotiation, making and Permitted Investmentsservicing of Loans; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of the Company; and (iv) the handling, prosecuting and settling of any claims of or against the Company, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing the Loans; (k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership under this Agreement; (l) communicate on behalf of the Company with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by the Company; (m) provide or arrange for 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; (n) provide the Company with such accounting data and any other information requested by the Operating Partnership Company concerning the investment activities of the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (o) maintain the books and records of the Company; (p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans; (q) provide the Company with all necessary cash management services; (mr) do all things necessary to assure its ability to render the services described in this Agreement; (ns) perform such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Advisor shall deem advisable under the particular circumstances; (t) arrange to obtain on behalf of the Company as requested by the Board, and deliver to or maintain on behalf of the Company copies of of, all appraisals obtained in connection with the investments in Properties and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the Board; (p) make necessary regulatory filings, including filing tax returns on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide investor relations services to the Company; (s) provide Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership and their respective subsidiaries; (t) provide tax compliance for the Company, the Operating Partnership and their respective subsidiaries;Loans; and (u) provide foreign currency management (including foreign currency hedging); and (v) notify the Board of all if a transaction, proposed transactions not otherwise described above, the value of which exceeds an amount which may be designated transaction or other matter requires approval by the Board from time or by the Independent Directors, deliver to timethe Board or the Independent Directors, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter.

DUTIES OF THE ADVISOR. The Advisor shall be deemed to be in a fiduciary relationship to the Company and its Stockholders. The Advisor directly, or indirectly through Affiliates, undertakes to use its commercially reasonable efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Directors. In performance of this undertakingefforts, subject to the supervision of the Directors Board and consistent with the provisions of the Prospectus, Articles of Incorporation and Bylaws of the CompanyBylaws, and the Operating Partnership Agreementto, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualifiedamong other things: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets and investment policies; (b) provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company and the Operating PartnershipCompany; (c) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company’s uncertificated Shares, if any, and acting as transfer agent for the Company’s Shares; (d) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, 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, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (de) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company’s and the Operating Partnership’s financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making or management of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and/or the Operating PartnershipCompany; (ef) subject to the provisions of Sections 3(g2.02(h) and 4 2.03 hereof: , (i) locate, analyze and select potential investments; (ii) structure and negotiate the terms and conditions of transactions pursuant relating to which investments will Assets owned, or to be madeacquired by, the Company; (iiiii) make investments acquire or dispose of Assets on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (iii) structure and negotiate the terms and conditions relating to: (x) the offer and sale of equity or debt securities by the Company (y) the entry into or the restructuring, refinancing of or extensions relating to, Loans; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsAssets; and (v) enter into leases of Property and service contracts for Real Property Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real PropertyAssets, including the servicing of Mortgages; (fg) upon request, provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Assets; (gh) obtain the prior approval of the Board, any particular Directors specified by the Board (including a majority of all Independent Directors) to acquire or any committee dispose of the Board, as the case may be, for any and all investments in and dispositions of Real Properties; (h) make investments in and dispositions of Real Estate Related Securities, Loans and Permitted Investments within the discretionary limits and authority as granted by the Boardan Asset; (i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Equity Shares and Securities or obtain loans for the Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating Partnership; (j) obtain reports (which may, but are not required to, may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments Assets or contemplated investments of the Company and/or the Operating Partnership in Real Properties, Real Estate Related Securities, Loans and Permitted InvestmentsAssets; (kj) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its the Advisor’s performance of services to the Company and the Operating Partnership under this Agreement; (lk) provide the Company and the Operating Partnership with all necessary cash management services; (l) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with acquiring Assets or financing, refinancing, restructuring or extending any Loans; (m) act, or obtain the services of others to act, as attorney-in-fact or agent of the Company in acquiring or disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets; (n) supervise the preparation, filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company in connection with investor relations; (o) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor; (p) prepare, on behalf of the Company, all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and (q) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in and valuations of Real Properties, Real Estate Related Securities, Loans and Permitted Investments as may be required to be obtained by the Board; (o) effect any private placement of OP Units, tenancy-in-common or other interests in Real Properties as may be approved by the Board; (p) make necessary regulatory filings, including filing tax returns on behalf of the Company and the Operating Partnership; (q) prepare or oversee third parties in preparing all financial reports, statements or analysis required by regulatory authorities or the Board; (r) provide investor relations services to the Company; (s) provide Xxxxxxxx-Xxxxx compliance for the Company, the Operating Partnership and their respective subsidiaries; (t) provide tax compliance for the Company, the Operating Partnership and their respective subsidiaries; (u) provide foreign currency management (including foreign currency hedging); and (v) notify the Board of all proposed transactions not otherwise described above, the value of which exceeds an amount which may be designated by the Board from time to time, before they are completed. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person, including an Affiliate, so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3.