INSURERS, CORPORATE FIDUCIARIES, BANKS,
BUILDERS AND DEVELOPERS, SELLERS AND BUYERS OF INVESTMENTS AND PERSONS ACTING IN
ANY OTHER CAPACITY SPECIFIED BY THE COMPANY FROM TIME TO TIME, AND ENTER INTO
CONTRACTS WITH, RETAIN AND SUPERVISE SERVICES PERFORMED BY SUCH PARTIES IN
CONNECTION WITH INVESTMENTS WHICH HAVE BEEN OR MAY BE ACQUIRED OR DISPOSED OF BY
THE COMPANY;
E)
COOPERATE WITH THE MANAGEMENT AGENT IN CONNECTION WITH PROPERTY
MANAGEMENT SERVICES AND OTHER ACTIVITIES RELATING TO THE COMPANY'S ASSETS AS THE
ADVISOR SHALL DEEM APPROPRIATE IN THE PARTICULAR CIRCUMSTANCES, SUBJECT TO THE
REQUIREMENT THAT THE ADVISOR OR THE MANAGEMENT AGENT, AS THE CASE MAY BE,
QUALIFIES AS AN "INDEPENDENT CONTRACTOR" AS THAT PHRASE IS USED IN CONNECTION
WITH APPLICABLE LAWS, RULES AND REGULATIONS AFFECTING REITS THAT OWN REAL
PROPERTY;
F)
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, ACQUIRING
AND DISPOSING OF 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 SECURING INVESTMENTS;
G)
ASSIST IN NEGOTIATIONS ON BEHALF OF THE COMPANY WITH INVESTMENT
BANKING FIRMS AND OTHER INSTITUTIONS OR INVESTORS FOR PUBLIC OR PRIVATE SALES OF
SECURITIES OF THE COMPANY OR FOR OTHER FINANCING ON BEHALF OF THE COMPANY, BUT
IN NO EVENT IN SUCH A WAY THAT THE ADVISOR SHALL BE ACTING AS A BROKER, DEALER,
UNDERWRITER OR INVESTMENT ADVISOR IN SECURITIES OF OR FOR THE COMPANY;
H)
MAINTAIN, WITH RESPECT TO ANY REAL PROPERTY AND TO THE EXTENT
AVAILABLE, TITLE INSURANCE OR OTHER ASSURANCE OF TITLE AND CUSTOMARY FIRE,
CASUALTY AND PUBLIC LIABILITY INSURANCE;
I)
UPON REQUEST OF THE BOARD OF DIRECTORS, AND SUBJECT TO THE
FINAL PARAGRAPH OF THIS SECTION 2, INVEST AND REINVEST ANY MONEY OF THE COMPANY;
J)
SUPERVISE THE PREPARATION AND FILING AND DISTRIBUTION OF
RETURNS AND REPORTS TO GOVERNMENTAL AGENCIES AND TO INVESTORS AND ACT ON BEHALF
OF THE COMPANY IN CONNECTION WITH INVESTOR RELATIONS;
7
K)
PROVIDE OFFICE SPACE, EQUIPMENT AND PERSONNEL AS REQUIRED FOR THE
PERFORMANCE OF THE FOREGOING SERVICES AS ADVISOR;
L)
ADVISE THE COMPANY OF THE OPERATING RESULTS OF THE COMPANY
PROPERTIES, TO CAUSE THE MANAGER TO PREPARE ON A TIMELY BASIS, AND TO REVIEW,
FOR SUCH PROPERTIES OPERATING BUDGETS, MAINTENANCE AND IMPROVEMENT SCHEDULES,
ONE, THREE AND FIVE YEAR PROJECTIONS OF OPERATING RESULTS AND SUCH OTHER REPORTS
AS MAY BE APPROPRIATE;
M)
AS REQUESTED BY THE COMPANY, MAKE REPORTS TO THE COMPANY OF ITS
PERFORMANCE OF THE FOREGOING SERVICES AND FURNISH ADVICE AND RECOMMENDATIONS
WITH RESPECT TO OTHER ASPECTS OF THE BUSINESS OF THE COMPANY;
N)
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;
O)
UNDERTAKE AND PERFORM ALL SERVICES OR OTHER ACTIVITIES NECESSARY
AND PROPER TO CARRY OUT THE INVESTMENT OBJECTIVES OF THE COMPANY; AND