Exhibit 10.50
INVESTMENT MANAGEMENT AGREEMENT
This AGREEMENT is entered into on November 9, 2006 (this "Agreement"), between
Admiral Insurance Company, a Delaware insurance company ("the Investor"), and CT
High Grade Mezzanine Manager, LLC, a Delaware limited liability company (the
"the Manager" and, together with the Investor, each a "Party").
WHEREAS, the Investor desires to retain the Manager to acquire, sell, and
otherwise manage certain commercial real estate debt and related investments of
the Investor in a separate account (each, an "Account") in the manner and on the
terms set forth herein;
NOW THEREFORE, in consideration of the mutual promises and agreements herein
contained and other good and valuable consideration, the receipt of which is
hereby acknowledged, it is agreed by and between the parties hereto as follows:
1.
Services, Investment Discretion.
(a)
The Manager will source, underwrite, negotiate, close, manage and,
in accordance with Section 1(b), sell and/or liquidate on behalf of the Investor
commercial real estate debt and related investments ("Investments").
At
origination, such Investments shall meet the investment criteria as listed in
Exhibit A hereto (the "Investment Criteria") or as mutually agreed upon in
writing by the Manager and the Investor.
(b)
Following origination or acquisition of an Investment, the
Investor
shall have the authority and power to direct the Manager to sell or
liquidate any such Investment whereupon the Manager shall dispose of such
Investment in accordance with the Investor's direction.
(c)
Subject to Sections 1(a) and (b), the Investor hereby grants the
Manager full and exclusive discretion as to all decisions regarding the
Investments made on behalf of the Investor in accordance with Section 1(a)
hereof.
2.
Commitments, Capital Calls.
(a)
Subject to the terms and conditions set forth in this Section 2,
the Investor agrees to make available for investment up to $80million (the
Investor's "Commitment"), such Commitment to be (i) reduced by the amount of
outstanding and committed Investments in the Account (on a cost basis) and (ii)
increased by any principal repayments with respect to the Investor's Investments
during the Commitment Period (as defined below).
(b)
The "Commitment Period" shall be a period beginning on the date
hereof and ending on the first anniversary of the date hereof at which time the
Commitment Period shall be automatically extended until the 45th day after the
date that either the Investor,
on the one hand, or the Manager, on the other hand, delivers written notice to
the other Party hereto of its election to terminate the Commitment Period unless
(i) either the Investor, on the one hand, or the Manager, on the other hand,
provides 30 day prior notice of its election to terminate the Commitment Period
as of such first anniversary date or (ii) the Investor, on the one hand, or the
Manager, on the other hand, elects to terminate the Agreement.
(c)
During the Commitment Period, the Investor shall meet capital
calls made to the Investor by depositing cash into a bank account (the
Investor's "Capital Call Account") from time to time