IMPOSE ANY
LIABILITY AS SUCH ON EITHER OF THEM.
9.3
RELEASE OF MONEY OR OTHER PROPERTY UPON WRITTEN REQUEST.
THE
ADVISOR AGREES THAT ANY MONEY OR OTHER PROPERTY OF THE COMPANY HELD BY THE
ADVISOR UNDER THIS AGREEMENT SHALL BE HELD BY THE ADVISOR AS CUSTODIAN FOR THE
COMPANY, AND THE ADVISOR'S RECORDS SHALL BE CLEARLY AND APPROPRIATELY MARKED TO
REFLECT THE OWNERSHIP OF SUCH MONEY OR OTHER PROPERTY BY THE COMPANY. UPON THE
RECEIPT BY THE ADVISOR OF A WRITTEN REQUEST SIGNED BY A DULY AUTHORIZED OFFICER
OF THE COMPANY REQUESTING THE ADVISOR TO RELEASE TO THE COMPANY ANY MONEY OR
OTHER PROPERTY THEN HELD BY THE ADVISOR FOR THE ACCOUNT OF THE COMPANY UNDER
THIS AGREEMENT, THE ADVISOR SHALL RELEASE SUCH MONEY OR OTHER PROPERTY TO THE
COMPANY WITHIN A REASONABLE PERIOD OF TIME, BUT IN NO EVENT LATER THAN THIRTY
(30) DAYS FOLLOWING SUCH REQUEST. THE
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ADVISOR, ITS DIRECTORS, OFFICERS, MANAGERS AND EMPLOYEES WILL NOT BE LIABLE TO
THE COMPANY, ANY SUBSIDIARY, THE ADVISOR ANY OF THEIR DIRECTORS, OFFICERS,
STOCKHOLDERS, MANAGERS, OWNERS OR PARTNERS FOR ANY ACTS OR OMISSIONS BY THE
COMPANY IN CONNECTION WITH THE MONEY OR OTHER PROPERTY RELEASED TO THE COMPANY
IN ACCORDANCE WITH THE TERMS HEREOF. THE COMPANY SHALL INDEMNIFY THE ADVISOR AND
ITS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS AND SUCCESSORS
AND ASSIGNS AGAINST ANY AND ALL EXPENSES, LOSSES, DAMAGES, LIABILITIES, DEMANDS,
CHARGES AND CLAIMS OF ANY NATURE WHATSOEVER WHICH ARISE IN CONNECTION WITH THE
ADVISOR'S RELEASE OF SUCH MONEY OR OTHER PROPERTY TO THE COMPANY IN ACCORDANCE
WITH THE TERMS OF THIS SECTION 9.3.
9.4
ENTIRE AGREEMENT; AMENDMENT.
THIS AGREEMENT CONTAINS THE ENTIRE
AGREEMENT OF THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF.
THIS
AGREEMENT SHALL NOT BE AMENDED OR MODIFIED IN ANY RESPECT UNLESS AGREED TO IN
WRITING BY THE COMPANY AND THE ADVISOR.
9.5
GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED, INTERPRETED AND
APPLIED IN ACCORDANCE WITH, AND SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF
NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.
9.6
ARBITRATION.
ANY DISPUTE OR CONTROVERSY BETWEEN THE ADVISOR OR ANY
OF ITS EMPLOYEES AND THE COMPANY OR ANY OF ITS AFFILIATES ARISING IN CONNECTION
WITH THIS AGREEMENT, ANY AMENDMENT THEREOF, OR THE BREACH THEREOF SHALL BE
DETERMINED AND SETTLED BY ARBITRATION IN NEW YORK, NEW YORK, BY A PANEL OF THREE
ARBITRATORS IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION
ASSOCIATION.
ANY AWARD RENDERED THEREIN SHALL BE FINAL AND BINDING UPON THE
COMPANY, ITS AFFILIATES AND THE ADVISOR AND THEIR RESPECTIVE LEGAL
REPRESENTATIVES AND JUDGMENT MAY BE ENTERED IN ANY COURT HAVING JURISDICTION
THEREOF. THE EXPENSES OF SUCH ARBITRATION SHALL BE PAID BY THE PARTY AGAINST
WHOM THE AWARD SHALL BE ENTERED, UNLESS OTHERWISE DIRECTED BY THE ARBITRATORS.
9.7
ASSIGNMENT.
THIS AGREEMENT MAY NOT BE ASSIGNED BY ANY PARTY HERETO
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES HERETO; PROVIDED,
HOWEVER, THAT THE ADVISOR SHALL BE PERMITTED TO ASSIGN THIS AGREEMENT OR ANY OF