Asset Management Fees. The Company shall pay the Advisor as compensation for the services described in Section 3.03 hereof a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfth of 0.75% of the higher of # the cost or # the value of each Property we acquire. For purposes of this Section, the cost of a Property will equal the amount actually paid or budgeted (excluding Acquisition and Advisory Fees and expenses) in respect of the purchase, construction or improvement of the Property, including the amount of any debt attributable to the asset (including debt encumbering the asset after its acquisition), the value of a Property will be the value established by the most recent independent valuation report with respect to such property, if any, without deduction for depreciation, bad debts, or other non-cash reserves. The Asset Management Fee will be based only on the portion of the cost or value attributable to the Company’s investment in an asset if the Company does not own all of the asset. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable period. The Asset Management Fee may or may not be taken, in whole or in part, as to any year in the sole discretion of the Advisor. All or any portion of the Asset Management Fees not taken as to any fiscal year shall be deferred without interest and may be paid in such other fiscal year as the Advisor shall determine.

With Respect to Real Estate and Related Services, the Advisor shall:

Investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, developers, construction companies, Property Managers and any and all Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services;

Asset Management Services. Gyrodyne shall or, subject to reimbursement pursuant to [Article 8], shall retain other Persons to (but shall remain responsible to GSD):

Asset Management Fee means the fees payable to the Advisor pursuant to Section 8.02.

Management Letters. Promptly upon receipt thereof, a copy of any management letter or written report submitted to Borrower or any of its Subsidiaries by independent certified public accountants with respect to the business, condition (financial or otherwise), operations, prospects, or Properties of Borrower or any of its Subsidiaries;

Management Agreements. The Agent shall have received true, correct and complete copies of each Management Agreement affecting (i.e., being entered concurrently with the making of the Loan or to be entered promptly thereafter) any Property, and each shall be satisfactory in form and substance to the Agent. The Agent shall have received the Assignment of Management Agreements in form and substance satisfactory to the Agent, duly executed by the Borrowers and each Manager.

Management Agreements. As of the date hereof, each Management Agreement is in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default by any Borrower thereunder. Neither the execution and delivery of the Loan Documents nor any Borrower’s performance thereunder will adversely affect any Borrower’s rights under any Management Agreement. None of the Borrowers nor any Manager has exercised any termination option under any Management Agreement, none of the Borrowers has given any notice to any Manager of any Borrower’s election to terminate any Management Agreement effective as of a date after the date hereof, none of the Borrowers has received from any Manager such Manager’s notice of its election to terminate any Management Agreement effective as of a date after the date hereof. The copies of the Management Agreements delivered to the Agent are true and complete, and there are no oral agreements with respect thereto. There is currently no project improvement plan or similar requirement imposed under any Management Agreement.

Cash Management. The Borrowers shall # establish (or shall have established) the Deposit Account and the Cash Management Account in accordance with Section 2.6, # deposit all funds received by them following the date hereof into the Deposit Account and # direct each Manager to deposit all funds received by each Manager following the date hereof pertaining to the Properties into the Deposit Account.

Change Management. Describe the change management process for automated systems used to provide services. Describe the process for information handling policies and practices.

Management Services. The Manager will provide the Company with the following services:

Management Fee. As compensation for providing the Company with the services, the Company will pay to the Manager a monthly management fee (the “Management Fee”) comprised of both # hours worked by the Manager’s employees at the rates contained on [Exhibit A], and # 50% of the increase in gross margin on completed business for the month, compared to the prior month; provided, however, that the minimum monthly Management Fee will be ​ and the maximum will be ​. The Management Fee will be accrued and applied as set forth in Paragraph 3.

Payment of any award to an employee is subject to management’s review.

The Parties agree to assign dedicated project managers, engineering managers, and other personnel to this project as specified below. The project managers will exercise overall project responsibility for their respective Party:

“Asset Management Fee” has the meaning set forth in Section 8.02.