Common use of Property Management Services Clause in Contracts

Property Management Services. (i) Manage, operate, lease and maintain all properties or hire third parties or Affiliated Entities to do the same; (ii) Employ and/or oversee a sufficient number of capable personnel to enable it to properly manage, operate, lease and maintain the properties; and (iii) Prepare operating and capital budgets, marketing programs and leasing guidelines. NorthStar Realty Europe Corp. (“NRE”) is externally managed by NSAM J-NRE Ltd, a Jersey limited company (“Asset Manager”) and an affiliate of NorthStar Asset Management Group Inc. (“NSAM”), pursuant to that certain Asset Management Agreement (the “Agreement”), dated as of October 31, 2015, by and between NRE and the Asset Manager. NRE’s investment strategy may be similar to that of, and may overlap with, the investment strategies of other companies, funds or vehicles (collectively with NRE, the “Managed Entities”) managed, advised or sub-advised by the Asset Manager and its affiliated advisers and sub-advisers (collectively, as the context may warrant, the “NSAM Group”). Certain of the Managed Entities and other companies, funds or vehicles may be co-sponsored, co-branded or co-founded by, or subject to a strategic relationship between, NSAM or one of its affiliates, on the one hand, and a strategic or joint venture partner of NSAM, on the other (collectively, “Strategic Vehicles”). Therefore, many investment opportunities sourced by the NSAM Group or its strategic or joint venture partners that are suitable for NRE may also be suitable for other Managed Entities and/or Strategic Vehicles. Each investment opportunity sourced by the NSAM Group will be allocated to one or more of the Managed Entities, including NRE or, as applicable, affiliates of NSAM (“Affiliated Entities”) or Strategic Vehicles, for which the NSAM Group determines, in its sole discretion, the investment opportunity is most suitable. When determining the entity for which an investment opportunity would be the most suitable, the factors that the NSAM Group may consider include, without limitation, the following: (i) investment objectives, strategy and criteria; (ii) cash requirements; (iii) effect of the investment on the diversification of the portfolio, including by geography, size of investment, type of investment and risk of investment; (iv) leverage policy and the availability of financing for the investment by each entity; (v) anticipated cash flow of the asset to be acquired; (vi) income tax effects of the purchase; (vii) the size of the investment; (viii) the amount of funds available; (ix) cost of capital; (x) risk return profiles; (xi) targeted distribution rates; (xii) anticipated future pipeline of suitable investments; (xiii) the expected holding period of the investment and the remaining term of the Managed Entity, or itself, if applicable; (xiv) affiliate and/or related party considerations; and (xv) whether a Strategic Vehicle has received a Special Allocation (as defined below).

Property Management Services. (i) Manage, operate, lease and maintain all properties or hire third parties or Affiliated Entities to do the same; (ii) Employ and/or oversee a sufficient number of capable personnel to enable it to properly manage, operate, lease and maintain the properties; and (iii) Prepare operating and capital budgets, marketing programs and leasing guidelines. NorthStar Realty Europe Finance Corp. (“NRENRF”) is externally managed by NSAM J-NRE NRF Ltd, a Jersey limited company (the “Asset Manager”) and an affiliate of NorthStar Asset Management Group Inc. (“NSAM”), pursuant to that certain Amended and Restated Asset Management Agreement (the “Agreement”), dated as of October 31, 2015, by and between NRE NRF and the Asset Manager. NREThis allocation policy supersedes and replaces any allocation policy previously adopted by the Asset Manager and approved by the NRF board of directors. NRF’s investment strategy may be similar to that of, and may overlap with, the investment strategies of other companies, funds or vehicles (collectively with NRENRF, the “Managed Entities”) managed, advised or sub-advised by the Asset Manager and its affiliated advisers and sub-advisers (collectively, as the context may warrant, the “NSAM Group”). Certain of the Managed Entities and other companies, funds or vehicles may be co-sponsored, co-branded or co-founded by, or subject to a strategic relationship between, NSAM or one of its affiliates, on the one hand, and a strategic or joint venture partner of NSAM, on the other (collectively, “Strategic Vehicles”). Therefore, many investment opportunities sourced by the NSAM Group or its strategic or joint venture partners that are suitable for NRE NRF may also be suitable for other Managed Entities and/or Strategic Vehicles. Each investment opportunity sourced by the NSAM Group will be allocated to one or more of the Managed Entities, including NRE NRF or, as applicable, affiliates of NSAM (“Affiliated Entities”) or Strategic Vehicles, for which the NSAM Group determines, in its sole discretion, the investment opportunity is most suitable. When determining the entity for which an investment opportunity would be the most suitable, the factors that the NSAM Group may consider include, without limitation, the following: (i) investment objectives, strategy and criteria; (ii) cash requirements; (iii) effect of the investment on the diversification of the portfolio, including by geography, size of investment, type of investment and risk of investment; (iv) leverage policy and the availability of financing for the investment by each entity; (v) anticipated cash flow of the asset to be acquired; (vi) income tax effects of the purchase; (vii) the size of the investment; (viii) the amount of funds available; (ix) cost of capital; (x) risk return profiles; (xi) targeted distribution rates; (xii) anticipated future pipeline of suitable investments; (xiii) the expected holding period of the investment and the remaining term of the Managed Entity, or itself, if applicable; (xiv) affiliate and/or related party considerations; and (xv) whether a Strategic Vehicle has received a Special Allocation (as defined below).

Property Management Services. (i) Manage, operate, lease and maintain all properties or hire third parties or Affiliated Entities to do the same; (ii) Employ and/or oversee a sufficient number of capable personnel to enable it to properly manage, operate, lease and maintain the properties; and (iii) Prepare operating and capital budgets, marketing programs and leasing guidelines. NorthStar Realty Europe Corp. (“NRE”) is externally managed by NSAM J-NRE Ltd, a Jersey limited company (“Asset Manager”) and an affiliate of NorthStar Asset Management Group Inc. (“NSAM”), pursuant to that certain Asset Management Agreement (the “Agreement”), dated as of October 31[ ], 2015, by and between NRE and the Asset Manager. NRE’s investment strategy may be similar to that of, and may overlap with, the investment strategies of other companies, funds or vehicles (collectively with NRE, the “Managed Entities”) managed, advised or sub-advised by the Asset Manager and its affiliated advisers and sub-advisers (collectively, as the context may warrant, the “NSAM Group”). Certain of the Managed Entities and other companies, funds or vehicles may be co-sponsored, co-branded or co-founded by, or subject to a strategic relationship between, NSAM or one of its affiliates, on the one hand, and a strategic or joint venture partner of NSAM, on the other (collectively, “Strategic Vehicles”). Therefore, many investment opportunities sourced by the NSAM Group or its strategic or joint venture partners that are suitable for NRE may also be suitable for other Managed Entities and/or Strategic Vehicles. Each investment opportunity sourced by the NSAM Group will be allocated to one or more of the Managed Entities, including NRE or, as applicable, affiliates of NSAM (“Affiliated Entities”) or Strategic Vehicles, for which the NSAM Group determines, in its sole discretion, the investment opportunity is most suitable. When determining the entity for which an investment opportunity would be the most suitable, the factors that the NSAM Group may consider include, without limitation, the following: (i) investment objectives, strategy and criteria; (ii) cash requirements; (iii) effect of the investment on the diversification of the portfolio, including by geography, size of investment, type of investment and risk of investment; (iv) leverage policy and the availability of financing for the investment by each entity; (v) anticipated cash flow of the asset to be acquired; (vi) income tax effects of the purchase; (vii) the size of the investment; (viii) the amount of funds available; (ix) cost of capital; (x) risk return profiles; (xi) targeted distribution rates; (xii) anticipated future pipeline of suitable investments; (xiii) the expected holding period of the investment and the remaining term of the Managed Entity, or itself, if applicable; (xiv) affiliate and/or related party considerations; and (xv) whether a Strategic Vehicle has received a Special Allocation (as defined below).