ANY OF THE ASSETS;
(O)
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;
(P)
PROVIDE OFFICE SPACE, EQUIPMENT AND
PERSONNEL AS REQUIRED FOR THE PERFORMANCE OF THE FOREGOING SERVICES AS ADVISOR;
(Q)
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
(R)
DO ALL THINGS NECESSARY TO ASSURE ITS
ABILITY TO RENDER THE SERVICES DESCRIBED IN THIS AGREEMENT.
2.03
AUTHORITY OF ADVISOR.
(A)
PURSUANT TO THE TERMS OF THIS AGREEMENT
(INCLUDING THE RESTRICTIONS INCLUDED IN THIS SECTION 2.03 AND IN SECTION 2.06),
AND SUBJECT TO THE CONTINUING AND EXCLUSIVE AUTHORITY OF THE BOARD OVER THE
MANAGEMENT OF THE COMPANY, THE BOARD HEREBY DELEGATES TO THE ADVISOR THE
AUTHORITY TO (I) LOCATE, ANALYZE AND SELECT INVESTMENT OPPORTUNITIES,
(II) STRUCTURE THE TERMS AND
10
CONDITIONS OF TRANSACTIONS PURSUANT TO WHICH INVESTMENTS WILL BE MADE OR
ACQUIRED FOR THE COMPANY OR THE PARTNERSHIP, (III) ACQUIRE PROPERTIES, MAKE AND
ACQUIRE MORTGAGES AND INVEST IN OTHER ASSETS IN COMPLIANCE WITH THE INVESTMENT
OBJECTIVES AND POLICIES OF THE COMPANY, (IV) ARRANGE FOR FINANCING OR
REFINANCING OF ASSETS, (V) ENTER INTO LEASES FOR THE PROPERTIES AND SERVICE
CONTRACTS FOR THE ASSETS, INCLUDING OVERSIGHT OF AFFILIATED COMPANIES THAT
PERFORM PROPERTY MANAGEMENT OR OTHER SERVICES FOR THE COMPANY, (VI) OVERSEE
NON-AFFILIATED AND AFFILIATED PROPERTY MANAGERS AND OTHER NON-AFFILIATED AND
AFFILIATED PERSONS WHO PERFORM SERVICES FOR THE COMPANY, AND (VII) UNDERTAKE
ACCOUNTING AND OTHER RECORD-KEEPING FUNCTIONS AT THE ASSET LEVEL.
(B)
NOTWITHSTANDING THE FOREGOING, ANY
INVESTMENT IN ASSETS BY THE COMPANY OR THE PARTNERSHIP (AS WELL AS ANY FINANCING
ACQUIRED BY THE COMPANY OR THE PARTNERSHIP IN CONNECTION WITH SUCH INVESTMENT),
WILL REQUIRE THE PRIOR APPROVAL OF THE BOARD (INCLUDING A MAJORITY OF THE
INDEPENDENT DIRECTORS).
(C)
THE PRIOR APPROVAL OF A MAJORITY OF THE
INDEPENDENT DIRECTORS AND A MAJORITY OF THE BOARD NOT OTHERWISE INTERESTED IN
THE TRANSACTION WILL BE REQUIRED FOR EACH TRANSACTION WITH THE ADVISOR OR ITS
AFFILIATES.
(D)
IF A TRANSACTION REQUIRES APPROVAL BY THE
BOARD, THE ADVISOR WILL DELIVER TO THE DIRECTORS ALL DOCUMENTS REQUIRED BY THEM
TO PROPERLY EVALUATE THE PROPOSED TRANSACTION.
The Board may, at any time upon the giving of notice to the Advisor, modify or
revoke the authority set forth in this Section 2.03. If and to the extent the
Board so modifies or revokes the authority contained herein, the Advisor shall
henceforth submit to the Board for prior approval such proposed transactions
involving investments in Assets as thereafter require prior approval, provided
however, that such modification or revocation shall be effective upon receipt by
the Advisor and shall not be applicable to investment transactions to which the
Advisor has committed the Company prior to the date of receipt by the Advisor of
such notification.
2.04
BANK ACCOUNTS. THE ADVISOR MAY ESTABLISH AND
MAINTAIN ONE OR MORE