Common use of Fees for Services Clause in Contracts

Fees for Services. (a) As compensation for a particular Service, the Receiving Party agrees to pay to the Providing Party the Fully Allocated Cost of providing the Services in accordance with this Agreement or, with respect to any SOW, the amount set forth therein. (b) The Providing Party shall submit statements of account to the Receiving Party on a monthly basis with respect to all amounts payable by the Receiving Party to the Providing Party hereunder (the “Invoiced Amount”), setting out the Services provided, and the amount billed to the Receiving Party as a result of providing such Services (together with, in arrears, any Commingled Invoice Statement (as defined below) and any other invoices for Services provided by third parties, in each case setting out the Services provided by the applicable third parties). The Receiving Party shall pay the Invoiced Amount to the Providing Party by wire transfer of immediately available funds to an account or accounts specified by the Providing Party, or in such other manner as specified by the Providing Party in writing, or otherwise reasonably agreed to by the Parties, within 30 days of the date of delivery to the Receiving Party of the applicable statement of account; provided, that, in the event of any dispute as to an Invoiced Amount, the Receiving Party shall pay the undisputed portion, if any, of such Invoiced Amount in accordance with the foregoing, and shall pay the remaining amount, if any, promptly upon resolution of such dispute. (c) The Providing Party may engage third-party contractors, at a reasonable cost, to perform any of the Services, to provide professional services related to any of the Services, or to provide any secretarial, administrative, telephone, e-mail or other services necessary or ancillary to the Services (collectively, the “Ancillary Services”) (all of which may be contracted for separately by the Providing Party on behalf of the Receiving Party) after giving notice to the Receiving Party, reasonably in advance of the commencement of such Services and Ancillary Services to be so provided by such contractors, of the identity of such contractors, each Service and Ancillary Service to be provided by such contractors and a good faith estimate of the cost (or formula for determining the cost) of the Services and Ancillary Services to be so provided by such contractors. The Receiving Party may, in its sole discretion, decline to accept any such Services or Ancillary Services to be provided by any such contractors by giving prompt written notice to the Providing Party, provided that, if the Receiving Party so declines any Service or Ancillary Service from any such contractors, then thereafter, notwithstanding anything in this Agreement to the contrary, the Providing Party shall be excused from any obligation to provide such Service or Ancillary Service. (d) The Providing Party may cause any third party to which amounts are payable by or for the account of the Receiving Party in connection with Services or Ancillary Services to issue a separate invoice to the Receiving Party for such amounts. The Receiving Party shall pay or cause to be paid any such separate third party invoice in accordance with the payment terms thereof. Any third party invoices that aggregate Services or Ancillary Services for the benefit of the Receiving Party and its Group, on the one hand, with services not for the benefit of Receiving Party and its Group, on the other hand (each, a “Commingled Invoice”), shall be separated by the Providing Party. The Providing Party shall prepare a statement indicating that portion of the invoiced amount of such Commingled Invoice that is attributable to Services or the Ancillary Services rendered for the benefit of Receiving Party and its Group (the “Commingled Invoice Statement”). The Providing Party shall deliver such Commingled Invoice Statement and a copy of the Commingled Invoice to Receiving Party. The Receiving Party shall, within 30 days after the date of delivery to the Receiving Party of such Commingled Invoice Statement, pay or cause to be paid the amount set forth on such Commingled Invoice Statement to the third party, and shall deliver evidence of such payment to the Providing Party. The Providing Party shall not be required to use its own funds for payments to any third party providing any of the Services or Ancillary Services or to satisfy any payment obligation of the Receiving Party or any of its Affiliates to any third party provider; provided, however, that in the event the Providing Party does use its own funds for any such payments to any third party, the Receiving Party shall reimburse the Providing Party for such payments as invoiced by the Providing Party within 30 days following the date of delivery of such invoice from the Providing Party. (e) The Providing Party may, in its discretion and without any liability, suspend any performance under this Agreement upon failure of the Receiving Party to make timely any payments required under this Agreement beyond the applicable cure date specified in Section 5(c)(8) of this Agreement. (f) In the event that the Receiving Party does not make any payment required under the provisions of this Agreement to the Providing Party when due in accordance with the terms hereof, the Providing Party may, at its option, charge the Receiving Party interest on the unpaid amount at the rate of 2% per annum above the prime rate charged by JPMorgan Chase Bank, N.A. (or its successor). In addition, the Receiving Party shall reimburse the Providing Party for all costs of collection of overdue amounts, including any reimbursement required under Section 4(d) and any reasonable attorneys’ fees. (g) The Receiving Party acknowledges and agrees that it shall be responsible for any interest or other amounts in respect of any portion of any Commingled Invoice that the Receiving Party is required to pay pursuant to any Commingled Invoice Statement.

Fees for Services. (a) As compensation for a particular Service, the Receiving Party agrees to pay to the Providing Party the Fully Allocated Cost of providing the Services in accordance with this Agreement or, with respect to any SOW, the amount set forth therein. (b) The Providing Party shall submit statements of account to the Receiving Party on a monthly basis with respect to all amounts payable by the Receiving Party to the Providing Party hereunder (the “Invoiced Amount”), setting out the Services provided, and the amount billed to the Receiving Party as a result of providing such Services (together with, in arrears, any Commingled Invoice Statement (as defined below) and any other invoices for Services provided by third parties, in each case setting out the Services provided by the applicable third parties). The Receiving Party shall pay the Invoiced Amount to the Providing Party by wire transfer of immediately available funds to an account or accounts specified by the Providing Party, or in such other manner as specified by the Providing Party in writing, or otherwise reasonably agreed to by the Parties, within 30 days of the date of delivery to the Receiving Party of the applicable statement of account; provided, that, in the event of any dispute as to an Invoiced Amount, the Receiving Party shall pay the undisputed portion, if any, of such Invoiced Amount in accordance with the foregoing, and shall pay the remaining amount, if any, promptly upon resolution of such dispute. (c) The Providing Party may engage third-party contractors, at a reasonable cost, to perform any of the Services, to provide professional services related to any of the Services, or to provide any secretarial, administrative, telephone, e-mail or other services necessary or ancillary to the Services (collectively, the “Ancillary Services”) (all of which may be contracted for separately by the Providing Party on behalf of the Receiving Party) after giving notice to the Receiving Party, reasonably in advance of the commencement of such Services and Ancillary Services to be so provided by such contractors, of the identity of such contractors, each Service and Ancillary Service to be provided by such contractors and a good faith estimate of the cost (or formula for determining the cost) of the Services and Ancillary Services to be so provided by such contractors. The Receiving Party may, in its sole discretion, decline to accept any such Services or Ancillary Services to be provided by any such contractors by giving prompt written notice to the Providing Party, provided that, if the Receiving Party so declines any Service or Ancillary Service from any such contractors, then thereafter, notwithstanding anything in this Agreement to the contrary, the Providing Party shall be excused from any obligation to provide such Service or Ancillary Service. (d) The Providing Party may cause any third party to which amounts are payable by or for the account of the Receiving Party in connection with Services or Ancillary Services to issue a separate invoice to the Receiving Party for such amounts. The Receiving Party shall pay or cause to be paid any such separate third party invoice in accordance with the payment terms thereof. Any third party invoices that aggregate Services or Ancillary Services for the benefit of the Receiving Party and its Group, on the one hand, with services not for the benefit of Receiving Party and its Group, on the other hand (each, a “Commingled Invoice”), shall be separated by the Providing Party. The Providing Party shall prepare a statement indicating that portion of the invoiced amount of such Commingled Invoice that is attributable to Services or the Ancillary Services rendered for the benefit of Receiving Party and its Group (the “Commingled Invoice Statement”). The Providing Party shall deliver such Commingled Invoice Statement and a copy of the Commingled Invoice to Receiving Party. The Receiving Party shall, within 30 days after the date of delivery to the Receiving Party of such Commingled Invoice Statement, pay or cause to be paid the amount set forth on such Commingled Invoice Statement to the third party, and shall deliver evidence of such payment to the Providing Party. The Providing Party shall not be required to use its own funds for payments to any third party providing any of the Services or Ancillary Services or to satisfy any payment obligation of the Receiving Party or any of its Affiliates to any third party provider; provided, however, that in the event the Providing Party does use its own funds for any such payments to any third party, the Receiving Party shall reimburse the Providing Party for such payments as invoiced by the Providing Party within 30 days following the date of delivery of such invoice from the Providing Party. (e) The Providing Party may, in its discretion and without any liability, suspend any performance under this Agreement upon failure of the Receiving Party to make timely any payments required under this Agreement beyond the applicable cure date specified in Section 5(c)(85(b)(8) of this Agreement. (f) In the event that the Receiving Party does not make any payment required under the provisions of this Agreement to the Providing Party when due in accordance with the terms hereof, the Providing Party may, at its option, charge the Receiving Party interest on the unpaid amount at the rate of 2% per annum above the prime rate charged by JPMorgan Chase Bank, N.A. (or its successor). In addition, the Receiving Party shall reimburse the Providing Party for all costs of collection of overdue amounts, including any reimbursement required under Section 4(d) and any reasonable attorneys’ fees. (g) The Receiving Party acknowledges and agrees that it shall be responsible for any interest or other amounts in respect of any portion of any Commingled Invoice that the Receiving Party is required to pay pursuant to any Commingled Invoice Statement.

Fees for Services. (a) As compensation for a particular Service, the Receiving Party agrees to pay to the Providing Party the Fully Allocated Cost of providing the Services in accordance with this Agreement or, with respect to any SOW, the amount set forth therein. (b) The Customer Party shall not be obligated to pay fees for (i) new Services, other than Additional Services or Services requested pursuant to a SOW, which the Providing Party performs without the authorization of the Customer Party or (ii) Services not provided due to a Force Majeure Event (as defined below). (c) The Providing Party shall submit statements of account to the Receiving Customer Party (including any Sales Tax, as defined in Section 16) on a monthly basis with respect to all amounts payable by the Receiving Customer Party to the Providing Party hereunder (the “Invoiced Amount”), setting out the Services providedprovided (by reference to the particular SOW, if applicable), and the amount billed in United States dollars to the Receiving Customer Party as a result of providing such Services (together with, in arrears, any Commingled Invoice Statement (as defined below) and any other invoices for Services provided by third parties, in each case setting out the Services provided by the applicable third parties)Services. The Receiving Customer Party shall pay the Invoiced Amount to the Providing Party by wire transfer of immediately available funds to an account or accounts specified by the Providing Party, or in such other manner as specified by the Providing Party in writing, or as otherwise reasonably agreed to by the Parties, within 30 days of the date of delivery to the Receiving Customer Party of the applicable statement of account; provided, that, in the event of any dispute as to an Invoiced Amount, the Receiving Customer Party shall pay the undisputed portion, if any, of such Invoiced Amount in accordance with the foregoing, and shall pay the remaining amount, if any, promptly upon resolution of such dispute. (cd) The Providing Party may engage third-party contractors, at a reasonable cost, to perform any shall maintain books and records adequate for the provision of the Services. At its own expense, to provide professional services related to any the Customer Party may request an audit of the Services, or to provide any secretarial, administrative, telephone, e-mail or other services necessary or ancillary to the Services (collectively, the “Ancillary Services”) (all books and records of which may be contracted for separately by the Providing Party on behalf to determine performance in accordance with Section 4(c). If such audit reveals an underpayment of fees, the Receiving Party) after giving notice to Customer Party shall promptly pay the Receiving Party, reasonably underpayment amount in advance accordance with the terms of the commencement this Agreement. If such audit reveals an overpayment of such Services and Ancillary Services to be so provided by such contractors, of the identity of such contractors, each Service and Ancillary Service to be provided by such contractors and a good faith estimate of the cost (or formula for determining the cost) of the Services and Ancillary Services to be so provided by such contractors. The Receiving Party may, in its sole discretion, decline to accept any such Services or Ancillary Services to be provided by any such contractors by giving prompt written notice to the Providing Party, provided that, if the Receiving Party so declines any Service or Ancillary Service from any such contractors, then thereafter, notwithstanding anything in this Agreement to the contraryfees, the Providing Party shall be excused from any obligation to provide such Service or Ancillary Service. (d) The Providing Party may cause any third party to which amounts are payable by or for promptly refund the account of the Receiving Party in connection with Services or Ancillary Services to issue a separate invoice to the Receiving Party for such amounts. The Receiving Party shall pay or cause to be paid any such separate third party invoice overpayment amount in accordance with the payment terms thereof. Any third party invoices that aggregate Services or Ancillary Services for the benefit of the Receiving Party and its Group, on the one hand, with services not for the benefit of Receiving Party and its Group, on the other hand (each, a “Commingled Invoice”Section 4(c), shall be separated by the Providing Party. The Providing Party shall prepare a statement indicating that portion of the invoiced amount of such Commingled Invoice that is attributable to Services or the Ancillary Services rendered for the benefit of Receiving Party and its Group (the “Commingled Invoice Statement”). The Providing Party shall deliver such Commingled Invoice Statement and a copy of the Commingled Invoice to Receiving Party. The Receiving Party shall, within 30 days after the date of delivery to the Receiving Party of such Commingled Invoice Statement, pay or cause to be paid the amount set forth on such Commingled Invoice Statement to the third party, and shall deliver evidence of such payment to the Providing Party. The Providing Party shall not be required to use its own funds for payments to any third party providing any of the Services or Ancillary Services or to satisfy any payment obligation of the Receiving Party or any of its Affiliates to any third party provider; provided, however, that in the event the Providing Party does use its own funds for any such payments to any third party, the Receiving Party shall reimburse the Providing Party for such payments as invoiced by the Providing Party within 30 days following the date of delivery of such invoice from the Providing Party. (e) The Providing Party may, in its discretion and without any liability, suspend any performance under this Agreement upon failure of the Receiving Customer Party to make timely any payments required under this Agreement beyond the applicable cure date specified in Section 5(c)(86(b)(1) of this Agreement. (f) In the event that the Receiving Customer Party does not make any payment required under the provisions of this Agreement to the Providing Party when due in accordance with the terms hereof, the Providing Party may, at its option, charge the Receiving Customer Party interest on the unpaid amount at the rate of 2% per annum above the prime rate charged by JPMorgan Chase Bank, N.A. (or its successor). In addition, the Receiving Customer Party shall reimburse the Providing Party for all costs of collection of overdue amounts, including any reimbursement required under Section 4(d) and any reasonable attorneys’ fees. (g) The Receiving Party acknowledges and agrees that it shall be responsible for any interest or other amounts in respect of any portion of any Commingled Invoice that the Receiving Party is required to pay pursuant to any Commingled Invoice Statement.

Fees for Services. (a) As compensation for a particular Service, the Providing Party acknowledges and agrees that it is receiving full and adequate consideration pursuant to that certain Asset Management Agreement (the “Asset Management Agreement”), dated as of June 30, 2014, by and among NorthStar Realty and NSAM J-NRF Ltd, a Jersey limited liability company, for each Service, and no further consideration shall be due and payable hereunder for each Service during the term of the Asset Management Agreement. (b) If the Asset Management Agreement terminates during the Initial Term or any Renewal Term (as defined herein), then as compensation for a particular Service, the Receiving Party agrees to pay to the Providing Party the Fully Allocated Cost fees calculated for each Service, calculated based on the fair market value of providing the Services in accordance with this Agreement orService, with respect to any SOW, the amount set forth therein. (b) The Providing Party shall submit statements of account to the Receiving Party on a monthly basis with respect to all amounts payable by the Receiving Party to the Providing Party hereunder (the “Invoiced Amount”), setting out the Services provided, and the amount billed to the Receiving Party as a result of providing such Services (together with, in arrears, any Commingled Invoice Statement (as defined below) and any other invoices for Services provided by third parties, in each case setting out the Services provided by the applicable third parties). The Receiving Party shall pay the Invoiced Amount to the Providing Party by wire transfer of immediately available funds to an account or accounts specified by the Providing Party, or in such other manner as specified by the Providing Party in writing, or otherwise reasonably mutually agreed to by the Parties, within 30 days of the date of delivery to the Receiving Party of the applicable statement of account; provided, that, in the event of any dispute as to an Invoiced Amount, the Receiving Party shall pay the undisputed portion, if any, of such Invoiced Amount in accordance with the foregoing, and shall pay the remaining amount, if any, promptly upon resolution of such disputeparties. (c) The Providing Party may engage third-party contractors, at a reasonable cost, to perform any of the Services, to provide professional services related to any of the Services, or to provide any secretarial, administrative, telephone, e-mail or other services necessary or ancillary to the Services (collectively, the “Ancillary Services”) (all of which may be contracted for separately by the Providing Party on behalf of the Receiving Party) after giving notice to the Receiving Party, reasonably in advance of the commencement of such Services and Ancillary Services to be so provided by such contractors, of the identity of such contractors, each Service and Ancillary Service to be provided by such contractors and a good faith estimate of the cost (or formula for determining the cost) of the Services and Ancillary Services to be so provided by such contractors. The Receiving Party may, in its sole discretion, decline to accept any such Services or Ancillary Services to be provided by any such contractors by giving prompt written notice to the Providing Party, provided that, if the Receiving Party so declines any Service or Ancillary Service from any such contractors, then thereafter, notwithstanding anything in this Agreement to the contrary, the Providing Party shall be excused from any obligation to provide such Service or Ancillary Service). (d) The Providing Party may cause any third party to which amounts are payable by or for the account of the Receiving Party in connection with Services or Ancillary Services to issue a separate invoice to the Receiving Party for such amounts. The Receiving Party shall pay or cause to be paid any such separate third third-party invoice in accordance with the payment terms thereof. Any third party invoices that aggregate Services or Ancillary Services for the benefit of the Receiving Party and its Group, on the one hand, with services not for the benefit of Receiving Party and its Group, on the other hand (each, a “Commingled Invoice”), shall be separated by the Providing Party. The Providing Party shall prepare a statement indicating that portion of the invoiced amount of such Commingled Invoice that is attributable to Services or the Ancillary Services rendered for the benefit of Receiving Party and its Group (the “Commingled Invoice Statement”). The Providing Party shall deliver such Commingled Invoice Statement and a copy of the Commingled Invoice to Receiving Party. The Receiving Party shall, within 30 days after the date of delivery to the Receiving Party of such Commingled Invoice Statement, pay or cause to be paid the amount set forth on such Commingled Invoice Statement to the third party, and shall deliver evidence of such payment to the Providing Party. The Providing Party shall not be required to use its own funds for payments to any third party providing any of the Services or Ancillary Services or to satisfy any payment obligation of the Receiving Party or any of its Affiliates to any third party provider; provided, however, that in In the event the Providing Party does use its own funds for any such payments to any third party, the Receiving Party shall reimburse the Providing Party for such payments as invoiced by the Providing Party within 30 days following the date of delivery of such invoice from the Providing Party. (e) The Providing Party may, in its discretion and without any liability, suspend any performance under this Agreement upon failure of the Receiving Party to make timely any payments required under this Agreement beyond the applicable cure date specified in Section 5(c)(85(d)(5) of this Agreement. (f) In the event that the Receiving Party does not make any payment required under the provisions of this Agreement to the Providing Party when due in accordance with the terms hereof, the Providing Party may, at its option, charge the Receiving Party interest on the unpaid amount at the rate of 2% per annum above the prime rate charged by JPMorgan Chase Bank, N.A. (or its successor). In addition, the The Receiving Party shall reimburse the Providing Party for all costs of collection of overdue amounts, including any reimbursement required under Section 4(d) and any reasonable attorneys’ fees. (g) The Receiving Party acknowledges and agrees that it shall be responsible for any interest or other amounts in respect of any portion of any Commingled Invoice payments to any third party that the Receiving Party is required to pay pursuant to any Commingled Invoice Statementpay.

Fees for Services. (a) As compensation for a particular Service, the Receiving Party agrees to pay to the Providing Party the Fully Allocated Cost of providing the Services in accordance with this Agreement or, with respect to any SOW, the amount set forth therein. (b) The Customer Party shall not be obligated to pay fees for (i) new Services, other than Additional Services or Services requested pursuant to a SOW, which the Providing Party performs without the authorization of the Customer Party or (ii) Services not provided due to a Force Majeure Event (as defined below). (c) The Providing Party shall submit statements of account to the Receiving Customer Party (including any Sales Tax, as defined in Section 16) on a monthly basis with respect to all amounts payable by the Receiving Customer Party to the Providing Party hereunder (the “Invoiced Amount”), setting out the Services providedprovided (by reference to the particular SOW, if applicable), and the amount billed in United States dollars to the Receiving Customer Party as a result of providing such Services (together with, in arrears, any Commingled Invoice Statement (as defined below) and any other invoices for Services provided by third parties, in each case setting out the Services provided by the applicable third parties)Services. The Receiving Customer Party shall pay the Invoiced Amount to the Providing Party by wire transfer of immediately available funds to an account or accounts specified by the Providing Party, or in such other manner as specified by the Providing Party in writing, or as otherwise reasonably agreed to by the Parties, within 30 days of the date of delivery to the Receiving Customer Party of the applicable statement of account; provided, that, in the event of any dispute as to an Invoiced Amount, the Receiving Customer Party shall pay the undisputed portion, if any, of such Invoiced Amount in accordance with the foregoing, and shall pay the remaining amount, if any, promptly upon resolution of such dispute. (cd) The Providing Party may engage third-party contractors, at a reasonable cost, to perform any shall maintain books and records adequate for the provision of the Services. At its own expense, to provide professional services related to any the Customer Party may request an audit of the Services, or to provide any secretarial, administrative, telephone, e-mail or other services necessary or ancillary to the Services (collectively, the “Ancillary Services”) (all books and records of which may be contracted for separately by the Providing Party on behalf to determine performance in accordance with Section 4(c). If such audit reveals an underpayment of fees, the Receiving Party) after giving notice to Customer Party shall promptly pay the Receiving Party, reasonably underpayment amount in advance accordance with the terms of the commencement this Agreement. If such audit reveals an overpayment of such Services and Ancillary Services to be so provided by such contractors, of the identity of such contractors, each Service and Ancillary Service to be provided by such contractors and a good faith estimate of the cost (or formula for determining the cost) of the Services and Ancillary Services to be so provided by such contractors. The Receiving Party may, in its sole discretion, decline to accept any such Services or Ancillary Services to be provided by any such contractors by giving prompt written notice to the Providing Party, provided that, if the Receiving Party so declines any Service or Ancillary Service from any such contractors, then thereafter, notwithstanding anything in this Agreement to the contraryfees, the Providing Party shall be excused from any obligation to provide such Service or Ancillary Service. (d) The Providing Party may cause any third party to which amounts are payable by or for promptly refund the account of the Receiving Party in connection with Services or Ancillary Services to issue a separate invoice to the Receiving Party for such amounts. The Receiving Party shall pay or cause to be paid any such separate third party invoice overpayment amount in accordance with the payment terms thereof. Any third party invoices that aggregate Services or Ancillary Services for the benefit of the Receiving Party and its Group, on the one hand, with services not for the benefit of Receiving Party and its Group, on the other hand (each, a “Commingled Invoice”Section 4(c), shall be separated by the Providing Party. The Providing Party shall prepare a statement indicating that portion of the invoiced amount of such Commingled Invoice that is attributable to Services or the Ancillary Services rendered for the benefit of Receiving Party and its Group (the “Commingled Invoice Statement”). The Providing Party shall deliver such Commingled Invoice Statement and a copy of the Commingled Invoice to Receiving Party. The Receiving Party shall, within 30 days after the date of delivery to the Receiving Party of such Commingled Invoice Statement, pay or cause to be paid the amount set forth on such Commingled Invoice Statement to the third party, and shall deliver evidence of such payment to the Providing Party. The Providing Party shall not be required to use its own funds for payments to any third party providing any of the Services or Ancillary Services or to satisfy any payment obligation of the Receiving Party or any of its Affiliates to any third party provider; provided, however, that in the event the Providing Party does use its own funds for any such payments to any third party, the Receiving Party shall reimburse the Providing Party for such payments as invoiced by the Providing Party within 30 days following the date of delivery of such invoice from the Providing Party. (e) The Providing Party may, in its discretion and without any liability, suspend any performance under this Agreement upon failure of the Receiving Customer Party to make timely any payments required under this Agreement beyond the applicable cure date specified in Section 5(c)(86(b)(1) of this Agreement. (f) In the event that the Receiving Customer Party does not make any payment required under the provisions of this Agreement [(including, for the avoidance of doubt, the Technology Products Letter and/or the Fee Letter)] to the Providing Party when due in accordance with the terms hereof, the Providing Party may, at its option, charge the Receiving Customer Party interest on the unpaid amount at the rate of 2% per annum above the prime rate charged by JPMorgan Chase Bank, N.A. (or its successor). In addition, the Receiving Customer Party shall reimburse the Providing Party for all costs of collection of overdue amounts, including any reimbursement required under Section 4(d) and any reasonable attorneys’ fees. (g) The Receiving Party acknowledges and agrees that it shall be responsible for any interest or other amounts in respect of any portion of any Commingled Invoice that the Receiving Party is required to pay pursuant to any Commingled Invoice Statement.

Fees for Services. (a) As compensation for a particular Servicethe Services, the Receiving Party Holdings agrees to pay to the Providing Party the Fully Allocated Cost of providing the Services Brink’s, in accordance with this Agreement orAgreement, with respect to any SOW, the amount all amounts as set forth thereinin Schedule A and Section 4(b). (b) The Providing Party In addition to the compensation set out in Schedule A, Brink’s shall be entitled to reimbursement for reasonable and customary out-of-pocket expenses incurred in connection with this Agreement. (c) Brink’s shall submit statements of account to the Receiving Party Holdings on a monthly quarterly basis with respect to all amounts payable by the Receiving Party Holdings to the Providing Party Brink’s hereunder (the “Invoiced Amount”), setting out the Services provided, provided by reference to Schedule A and the amount billed to the Receiving Party Holdings as a result of providing such Services (together with, in arrears, any Commingled Invoice Statement (as defined below) and any other invoices for Services provided by third parties, in each case setting out the Services provided by the applicable third partiesparties by reference to Schedule A). The Receiving Party Holdings shall pay the Invoiced Amount to the Providing Party Brink’s by wire transfer of in immediately available funds to an account or accounts specified by the Providing PartyBrink’s, or in such other manner as specified by the Providing Party Brink’s in writing, or otherwise reasonably agreed to by the Parties, within 30 days of the date of delivery to the Receiving Party Holdings of the applicable statement of account; provided, that, in the event of any dispute as to an Invoiced Amount, the Receiving Party shall pay the undisputed portion, if any, of such Invoiced Amount in accordance with the foregoing, and shall pay the remaining amount, if any, promptly upon resolution of such dispute. (cd) The Providing Party Brink’s may engage third-party contractors, at a reasonable cost, to perform or provide any of the Services, to provide professional services related to any of the Services, Services or to provide any secretarial, administrative, telephone, e-mail or other services necessary or ancillary to the Services (collectively, the “Ancillary Services”) (all of which may be contracted for separately by the Providing Party Brink’s on behalf of the Receiving PartyHoldings) after giving notice to the Receiving PartyHoldings, reasonably in advance of the commencement of such Services and Ancillary Services to be so provided by such contractors, of the identity of such contractors, each Service and Ancillary Service to be provided by such contractors and a good faith estimate of the cost (or formula for determining the cost) of the Services and Ancillary Services to be so provided by such contractors. The Receiving Party Holdings may, in its sole discretion, decline to accept any such Services or Ancillary Services to be provided by any such contractors by giving prompt written notice to the Providing PartyBrink's, provided that, if the Receiving Party Holdings so declines any Service or Ancillary Service from any such contractors, then thereafter, notwithstanding anything in this Agreement to the contrary, the Providing Party Brink's shall be excused from any obligation to provide such Service or Ancillary Service. (de) The Providing Party Brink’s may cause any third party to which amounts are payable by or for the account of the Receiving Party Holdings in connection with Services or Ancillary Services to issue a separate invoice to the Receiving Party Holdings for such amounts. The Receiving Party Holdings shall pay or cause to be paid any such separate third party invoice in accordance with the payment terms thereof. Any third party invoices that aggregate Services or Ancillary Services for the benefit of Holdings and the Receiving Party and its GroupBHS Affiliates, on the one hand, with services not for the benefit of Receiving Party Holdings and its Groupthe BHS Affiliates, on the other hand (each, a “Commingled Invoice”), shall be separated by the Providing PartyBrink’s. The Providing Party Brink’s shall prepare a statement indicating that portion of the invoiced amount of such Commingled Invoice that is attributable to Services or the Ancillary Services rendered for the benefit of Receiving Party Holdings and its Group the BHS Affiliates (the “Commingled Invoice Statement”). The Providing Party Brink’s shall deliver such Commingled Invoice Statement and a copy of the Commingled Invoice to Receiving PartyHoldings. The Receiving Party Holdings shall, within 30 days after the date of delivery to the Receiving Party Holdings of such Commingled Invoice Statement, pay or cause to be paid the amount set forth on such Commingled Invoice Statement to the third party, and shall deliver evidence of such payment to the Providing PartyBrink’s. The Providing Party Brink’s shall not be required to use its own funds for payments to any third party providing any of the Services or Ancillary Services or to satisfy any payment obligation of the Receiving Party Holdings or any of its Affiliates to any third party provider; provided, however, that in the event the Providing Party Brink’s does use its own funds for any such payments to any third party, the Receiving Party Holdings shall reimburse the Providing Party Brink’s for such payments as invoiced by the Providing Party Brink’s within 30 days following the date of delivery of such invoice from the Providing PartyBrink’s. (ef) The Providing Party Brink’s may, in its discretion and without any liability, suspend any performance under this Agreement upon failure of the Receiving Party Holdings to make timely any payments required under this Agreement beyond the applicable cure date specified in Section 5(c)(85(d) of this Agreement. (fg) In the event that the Receiving Party Holdings does not make any payment required under the provisions of this Agreement to the Providing Party Brink’s when due in accordance with the terms hereof, the Providing Party mayBrink’s shall, at its option, charge the Receiving Party Holdings interest on the unpaid amount at the rate of 2% per annum above the prime rate charged by JPMorgan Chase Bank, N.A. (or its successor). In addition, the Receiving Party Holdings shall reimburse the Providing Party Brink’s for all costs of collection of overdue amounts, including any reimbursement required under Section 4(d4(e) and any reasonable attorneys’ fees. (gh) The Receiving Party Holdings acknowledges and agrees that it shall be responsible for any interest or other amounts in respect of any portion of any Commingled Invoice that the Receiving Party Holdings is required to pay pursuant to any Commingled Invoice Statement.

Fees for Services. (a) As compensation for a particular Service, the Providing Party acknowledges and agrees that it is receiving full and adequate consideration pursuant to that certain Asset Management Agreement (the “Asset Management Agreement”), dated as of [ ], by and among NorthStar Realty and NSAM J-NRF Ltd, a Jersey limited liability company, for each Service, and no further consideration shall be due and payable hereunder for each Service during the term of the Asset Management Agreement. (b) If the Asset Management Agreement terminates during the Initial Term or any Renewal Term (as defined herein), then as compensation for a particular Service, the Receiving Party agrees to pay to the Providing Party the Fully Allocated Cost fees calculated for each Service, calculated based on the fair market value of providing the Services in accordance with this Agreement orService, with respect to any SOW, the amount set forth therein. (b) The Providing Party shall submit statements of account to the Receiving Party on a monthly basis with respect to all amounts payable by the Receiving Party to the Providing Party hereunder (the “Invoiced Amount”), setting out the Services provided, and the amount billed to the Receiving Party as a result of providing such Services (together with, in arrears, any Commingled Invoice Statement (as defined below) and any other invoices for Services provided by third parties, in each case setting out the Services provided by the applicable third parties). The Receiving Party shall pay the Invoiced Amount to the Providing Party by wire transfer of immediately available funds to an account or accounts specified by the Providing Party, or in such other manner as specified by the Providing Party in writing, or otherwise reasonably mutually agreed to by the Parties, within 30 days of the date of delivery to the Receiving Party of the applicable statement of account; provided, that, in the event of any dispute as to an Invoiced Amount, the Receiving Party shall pay the undisputed portion, if any, of such Invoiced Amount in accordance with the foregoing, and shall pay the remaining amount, if any, promptly upon resolution of such disputeparties. (c) The Providing Party may engage third-party contractors, at a reasonable cost, to perform any of the Services, to provide professional services related to any of the Services, or to provide any secretarial, administrative, telephone, e-mail or other services necessary or ancillary to the Services (collectively, the “Ancillary Services”) (all of which may be contracted for separately by the Providing Party on behalf of the Receiving Party) after giving notice to the Receiving Party, reasonably in advance of the commencement of such Services and Ancillary Services to be so provided by such contractors, of the identity of such contractors, each Service and Ancillary Service to be provided by such contractors and a good faith estimate of the cost (or formula for determining the cost) of the Services and Ancillary Services to be so provided by such contractors. The Receiving Party may, in its sole discretion, decline to accept any such Services or Ancillary Services to be provided by any such contractors by giving prompt written notice to the Providing Party, provided that, if the Receiving Party so declines any Service or Ancillary Service from any such contractors, then thereafter, notwithstanding anything in this Agreement to the contrary, the Providing Party shall be excused from any obligation to provide such Service or Ancillary Service). (d) The Providing Party may cause any third party to which amounts are payable by or for the account of the Receiving Party in connection with Services or Ancillary Services to issue a separate invoice to the Receiving Party for such amounts. The Receiving Party shall pay or cause to be paid any such separate third third-party invoice in accordance with the payment terms thereof. Any third party invoices that aggregate Services or Ancillary Services for the benefit of the Receiving Party and its Group, on the one hand, with services not for the benefit of Receiving Party and its Group, on the other hand (each, a “Commingled Invoice”), shall be separated by the Providing Party. The Providing Party shall prepare a statement indicating that portion of the invoiced amount of such Commingled Invoice that is attributable to Services or the Ancillary Services rendered for the benefit of Receiving Party and its Group (the “Commingled Invoice Statement”). The Providing Party shall deliver such Commingled Invoice Statement and a copy of the Commingled Invoice to Receiving Party. The Receiving Party shall, within 30 days after the date of delivery to the Receiving Party of such Commingled Invoice Statement, pay or cause to be paid the amount set forth on such Commingled Invoice Statement to the third party, and shall deliver evidence of such payment to the Providing Party. The Providing Party shall not be required to use its own funds for payments to any third party providing any of the Services or Ancillary Services or to satisfy any payment obligation of the Receiving Party or any of its Affiliates to any third party provider; provided, however, that in In the event the Providing Party does use its own funds for any such payments to any third party, the Receiving Party shall reimburse the Providing Party for such payments as invoiced by the Providing Party within 30 days following the date of delivery of such invoice from the Providing Party. (e) The Providing Party may, in its discretion and without any liability, suspend any performance under this Agreement upon failure of the Receiving Party to make timely any payments required under this Agreement beyond the applicable cure date specified in Section 5(c)(85(d)(5) of this Agreement. (f) In the event that the Receiving Party does not make any payment required under the provisions of this Agreement to the Providing Party when due in accordance with the terms hereof, the Providing Party may, at its option, charge the Receiving Party interest on the unpaid amount at the rate of 2% per annum above the prime rate charged by JPMorgan Chase Bank, N.A. (or its successor). In addition, the The Receiving Party shall reimburse the Providing Party for all costs of collection of overdue amounts, including any reimbursement required under Section 4(d) and any reasonable attorneys’ fees. (g) The Receiving Party acknowledges and agrees that it shall be responsible for any interest or other amounts in respect of any portion of any Commingled Invoice payments to any third party that the Receiving Party is required to pay pursuant to any Commingled Invoice Statementpay.

Fees for Services. (a) As compensation for a particular Service, the Receiving Party agrees to pay consideration payable to the Providing Party Lead Service Provider or any of its Affiliates for providing and/or coordinating the Fully Allocated Cost of providing the Services in accordance with this Agreement or, with respect to any SOW, the amount set forth therein. (b) The Providing Party shall submit statements of account to the Receiving Party on a monthly basis with respect to all amounts payable by the Receiving Party to the Providing Party hereunder (the “Invoiced Amount”), setting out the Services provided, and the amount billed to the Receiving Party as a result of providing such Services (together with, in arrears, any Commingled Invoice Statement (as defined below) and any other invoices for Services provided by third parties, in each case setting out the Services provided by the applicable third parties). The Receiving Party shall pay the Invoiced Amount to the Providing Party by wire transfer of immediately available funds to an account or accounts specified by the Providing Party, or in such other manner as specified by the Providing Party in writing, or otherwise reasonably agreed to by the Parties, within 30 days of the date of delivery to the Receiving Party of the applicable statement of account; provided, that, in the event of any dispute as to an Invoiced AmountServices, the Receiving Party shall pay to the undisputed portion, if any, Lead Service Provider an amount to be mutually determined prior to the beginning of the provision of such Invoiced Amount Services (the “Services Fee”). The Receiving Party will also reimburse the Lead Service Provider for an agreed upon portion of its reasonable, documented out-of-pocket expenses incurred in accordance connection with the foregoing, and shall pay the remaining amount, if any, promptly upon resolution of such dispute. (c) The Providing Party may engage third-party contractors, at a reasonable cost, to perform any provision and/or coordination of the Services, to the extent not included in the Services Fee. In order for the Lead Service Provider to xxxx the Receiving Party for time spent by its employees, or Affiliates or by third party consultants and service providers so engaged by Lead Service Provider in the performance of the Services hereunder, the Lead Service Provider must provide professional services related the Receiving Party with advance notice of the proposed billing rates and a time estimate for the number of hours expected to any be spent on the Services, and such billing rates and time estimates must be preapproved by the Receiving Party. All proposed Services Fees and billing rates shall be calculated on a cost basis, including using a Lead Service Provider’s actual costs for employee/third party/consultant/etc. time (taking into account a pro rata portion of benefits, salary and other expenses attributable to the provision of the Services, by employee and employee seniority level), and no markup or to provide any secretarial, administrative, telephone, e-mail or other services necessary or ancillary to the Services (collectively, the “Ancillary Services”) (all of which surcharge may be contracted for separately by the Providing Party on behalf of the Receiving Party) after giving notice billed to the Receiving Party, reasonably . Any Services Fees or other expenses in advance excess of the commencement of such Services and Ancillary Services to original estimate must be so provided by such contractors, of the identity of such contractors, each Service and Ancillary Service to be provided by such contractors and a good faith estimate of the cost (or formula for determining the cost) of the Services and Ancillary Services to be so provided by such contractors. The Receiving Party may, preapproved in its sole discretion, decline to accept any such Services or Ancillary Services to be provided by any such contractors by giving prompt written notice to the Providing Party, provided that, if the Receiving Party so declines any Service or Ancillary Service from any such contractors, then thereafter, notwithstanding anything in this Agreement to the contrary, the Providing Party shall be excused from any obligation to provide such Service or Ancillary Service. (d) The Providing Party may cause any third party to which amounts are payable by or for the account of the Receiving Party in connection with Services or Ancillary Services to issue a separate invoice to the Receiving Party for such amounts. The Receiving Party shall pay or cause to be paid any such separate third party invoice in accordance with the payment terms thereof. Any third party invoices that aggregate Services or Ancillary Services for the benefit of the Receiving Party and its Group, on the one hand, with services not for the benefit of Receiving Party and its Group, on the other hand (each, a “Commingled Invoice”), shall be separated writing by the Providing Party. The Providing Party shall prepare a statement indicating that portion of the invoiced amount of such Commingled Invoice that is attributable to Services or the Ancillary Services rendered for the benefit of Receiving Party and its Group (the “Commingled Invoice Statement”). The Providing Party shall deliver such Commingled Invoice Statement and a copy of the Commingled Invoice to Receiving Party. The Receiving Party shalloutstanding Services Fees and any other expenses will be settled by the Parties on a monthly basis, within 30 days after with amounts owed between the date of delivery Parties to offset each other to determine the Receiving Party of such Commingled Invoice Statement, pay or cause to be paid the amount set forth on such Commingled Invoice Statement to the third party, and shall deliver evidence of such payment to the Providing net Services Fees payable by either Party. The Providing Party Services Fees shall not be required payable on a monthly basis, unless otherwise agreed to use its own funds for payments in writing by the Parties. The Services Fees will be subject to any third party providing any review by the Parties on a quarterly basis, beginning on October 1, 2020, in connection with the quarterly review of the Services, and may be modified accordingly, based on the level of the Services or Ancillary Services or to satisfy any payment obligation of the Receiving Party or any of its Affiliates to any third party provider; provided, however, that in the event the Providing Party does use its own funds for any such payments to any third party, the Receiving Party shall reimburse the Providing Party for such payments as invoiced needed by the Providing Party within 30 days following the date of delivery of such invoice from the Providing Partyrespective Parties. (e) The Providing Party may, in its discretion and without any liability, suspend any performance under this Agreement upon failure of the Receiving Party to make timely any payments required under this Agreement beyond the applicable cure date specified in Section 5(c)(8) of this Agreement. (f) In the event that the Receiving Party does not make any payment required under the provisions of this Agreement to the Providing Party when due in accordance with the terms hereof, the Providing Party may, at its option, charge the Receiving Party interest on the unpaid amount at the rate of 2% per annum above the prime rate charged by JPMorgan Chase Bank, N.A. (or its successor). In addition, the Receiving Party shall reimburse the Providing Party for all costs of collection of overdue amounts, including any reimbursement required under Section 4(d) and any reasonable attorneys’ fees. (g) The Receiving Party acknowledges and agrees that it shall be responsible for any interest or other amounts in respect of any portion of any Commingled Invoice that the Receiving Party is required to pay pursuant to any Commingled Invoice Statement.

Fees for Services. (a) As compensation for a particular Servicethe Services, the Receiving Party Holdings agrees to pay to the Providing Party the Fully Allocated Cost of providing the Services Brink’s, in accordance with this Agreement orAgreement, with respect to any SOW, the amount all amounts as set forth thereinout in Schedule A and Section 4(b). (b) The Providing Party In addition to the compensation set out in Schedule A, Brink’s shall be entitled to reimbursement for reasonable and customary out-of-pocket expenses incurred in connection with this Agreement. (c) Brink’s shall submit statements of account to the Receiving Party Holdings on a monthly quarterly basis with respect to all amounts payable by the Receiving Party Holdings to the Providing Party Brink’s hereunder (the “Invoiced Amount”), setting out the Services provided, provided by reference to Schedule A and the amount billed to the Receiving Party Holdings as a result of providing such Services (together with, in arrears, any Commingled Invoice Statement (as defined below) and any other invoices for Services provided by third parties, in each case setting out the Services provided by the applicable third partiesparties by reference to Schedule A). The Receiving Party Holdings shall pay the Invoiced Amount to the Providing Party Brink’s by wire transfer of in immediately available funds to an account or accounts specified by the Providing PartyBrink’s, or in such other manner as specified by the Providing Party Brink’s in writing, or otherwise reasonably agreed to by the Parties, within 30 days of the date of delivery to the Receiving Party Holdings of the applicable statement of account; provided, that, in the event of any dispute as to an Invoiced Amount, the Receiving Party shall pay the undisputed portion, if any, of such Invoiced Amount in accordance with the foregoing, and shall pay the remaining amount, if any, promptly upon resolution of such dispute. (cd) The Providing Party Brink’s may engage third-party contractors, at a reasonable cost, to perform or provide any of the Services, to provide professional services related to any of the Services, Services or to provide any secretarial, administrative, telephone, e-mail or other services necessary or ancillary to the Services (collectively, the “Ancillary Services”) (all of which may be contracted for separately by the Providing Party Brink’s on behalf of the Receiving PartyHoldings) after giving notice to the Receiving PartyHoldings, reasonably in advance of the commencement of such Services and Ancillary Services to be so provided by such contractors, of the identity of such contractors, each Service and Ancillary Service to be provided by such contractors and a good faith estimate of the cost (or formula for determining the cost) of the Services and Ancillary Services to be so provided by such contractors. The Receiving Party Holdings may, in its sole discretion, decline to accept any such Services or Ancillary Services to be provided by any such contractors by giving prompt written notice to the Providing PartyBrink's, provided that, if the Receiving Party Holdings so declines any Service or Ancillary Service from any such contractors, then thereafter, notwithstanding anything in this Agreement to the contrary, the Providing Party Brink's shall be excused from any obligation to provide such Service or Ancillary Service. (de) The Providing Party Brink’s may cause any third party to which amounts are payable by or for the account of the Receiving Party Holdings in connection with Services or Ancillary Services to issue a separate invoice to the Receiving Party Holdings for such amounts. The Receiving Party Holdings shall pay or cause to be paid any such separate third party invoice in accordance with the payment terms thereof. Any third party invoices that aggregate Services or Ancillary Services for the benefit of Holdings and the Receiving Party and its GroupBHS Affiliates, on the one hand, with services not for the benefit of Receiving Party Holdings and its Groupthe BHS Affiliates, on the other hand (each, a “Commingled Invoice”), shall be separated by the Providing PartyBrink’s. The Providing Party Brink’s shall prepare a statement indicating that portion of the invoiced amount of such Commingled Invoice that is attributable to Services or the Ancillary Services rendered for the benefit of Receiving Party Holdings and its Group the BHS Affiliates (the “Commingled Invoice Statement”). The Providing Party Brink’s shall deliver such Commingled Invoice Statement and a copy of the Commingled Invoice to Receiving PartyHoldings. The Receiving Party Holdings shall, within 30 days after the date of delivery to the Receiving Party Holdings of such Commingled Invoice Statement, pay or cause to be paid the amount set forth on such Commingled Invoice Statement to the third party, and shall deliver evidence of such payment to the Providing PartyBrink’s. The Providing Party Brink’s shall not be required to use its own funds for payments to any third party providing any of the Services or Ancillary Services or to satisfy any payment obligation of the Receiving Party Holdings or any of its Affiliates to any third party provider; provided, however, that in the event the Providing Party Brink’s does use its own funds for any such payments to any third party, the Receiving Party Holdings shall reimburse the Providing Party Brink’s for such payments as invoiced by the Providing Party Brink’s within 30 days following the date of delivery of such invoice from the Providing PartyBrink’s. (ef) The Providing Party Brink’s may, in its discretion and without any liability, suspend any performance under this Agreement upon failure of the Receiving Party Holdings to make timely any payments required under this Agreement beyond the applicable cure date specified in Section 5(c)(85(d) of this Agreement. (fg) In the event that the Receiving Party Holdings does not make any payment required under the provisions of this Agreement to the Providing Party Brink’s when due in accordance with the terms hereof, the Providing Party mayBrink’s shall, at its option, charge the Receiving Party Holdings interest on the unpaid amount at the rate of 2% per annum above the prime rate charged by JPMorgan Chase Bank, N.A. (or its successor). In addition, the Receiving Party Holdings shall reimburse the Providing Party Brink’s for all costs of collection of overdue amounts, including any reimbursement required under Section 4(d4(e) and any reasonable attorneys’ fees. (gh) The Receiving Party Holdings acknowledges and agrees that it shall be responsible for any interest or other amounts in respect of any portion of any Commingled Invoice that the Receiving Party Holdings is required to pay pursuant to any Commingled Invoice Statement.