HEREUNDER SHALL AGREE, AS A CONDITION TO THEIR ACTING IN SUCH
CAPACITIES, TO OFFER TO NEWKIRK ANY BUSINESS OPPORTUNITIES RELATED TO NET LEASE
ASSETS THAT ARE OFFERED TO OR GENERATED BY SUCH PERSON OR ENTITY DURING THE TERM
OF THIS AGREEMENT.
3.6
BANK ACCOUNTS.
AT THE DIRECTION OF THE BOARD, THE ADVISOR MAY
ESTABLISH AND MAINTAIN AS AN AGENT ON BEHALF OF THE COMPANY ONE OR MORE BANK
ACCOUNTS IN THE NAME OF THE COMPANY OR ANY OTHER SUBSIDIARY (ANY SUCH ACCOUNT, A
"COMPANY ACCOUNT"), COLLECT AND
8
DEPOSIT FUNDS INTO ANY SUCH COMPANY ACCOUNT AND DISBURSE FUNDS FROM ANY SUCH
COMPANY ACCOUNT, UNDER SUCH TERMS AND CONDITIONS AS THE BOARD MAY APPROVE. THE
ADVISOR SHALL FROM TIME-TO-TIME RENDER APPROPRIATE ACCOUNTINGS OF SUCH
COLLECTIONS AND PAYMENTS TO THE BOARD AND, UPON REQUEST, TO THE AUDITORS OF
COMPANY.
3.7
BOOK AND RECORDS; CONFIDENTIALITY.
(A)
RECORDS.
THE ADVISOR SHALL MAINTAIN APPROPRIATE BOOKS OF ACCOUNT,
RECORDS DATA AND FILES (INCLUDING WITHOUT LIMITATION, COMPUTERIZED MATERIAL)
(COLLECTIVELY, "RECORDS") RELATING TO THE COMPANY AND THE INVESTMENTS GENERATED
OR OBTAINED BY THE ADVISOR IN PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT,
AND SUCH RECORDS SHALL BE ACCESSIBLE FOR INSPECTION BY REPRESENTATIVES OF THE
COMPANY AT ANY TIME DURING NORMAL BUSINESS HOURS.
THE ADVISOR SHALL HAVE FULL
RESPONSIBILITY FOR THE MAINTENANCE, CARE AND SAFEKEEPING OF ALL RECORDS.
(B)
CONFIDENTIALITY
THE ADVISOR SHALL KEEP CONFIDENTIAL ANY NONPUBLIC
INFORMATION OBTAINED IN CONNECTION WITH THE SERVICES RENDERED UNDER THIS
AGREEMENT AND SHALL NOT DISCLOSE ANY SUCH INFORMATION (OR USE THE SAME EXCEPT IN
FURTHERANCE OF ITS DUTIES UNDER THIS AGREEMENT), EXCEPT WITH (I) THE PRIOR
WRITTEN CONSENT OF THE BOARD; (II) TO LEGAL COUNSEL, ACCOUNTANTS AND OTHER
PROFESSIONAL ADVISORS; (III) TO APPRAISERS, FINANCING SOURCES AND OTHERS IN THE
ORDINARY COURSE OF THE COMPANY'S BUSINESS; (IV) TO GOVERNMENTAL OFFICIALS HAVING
JURISDICTION OVER THE COMPANY; (V) IN CONNECTION WITH ANY GOVERNMENTAL OR
REGULATORY FILINGS OF THE COMPANY OR DISCLOSURE OR PRESENTATIONS TO COMPANY
INVESTORS; OR (VI) AS REQUIRED BY LAW OR LEGAL PROCESS TO WHICH THE ADVISOR OR
ANY PERSON TO WHOM DISCLOSURE IS PERMITTED HEREUNDER IS A PARTY. THE FOREGOING
SHALL NOT APPLY TO INFORMATION WHICH HAS PREVIOUSLY BECOME AVAILABLE THROUGH THE
ACTIONS OF A PERSON OTHER THAN THE ADVISOR NOT RESULTING FROM ADVISOR'S
VIOLATION OF THIS SECTION 3.7(B). THE PROVISIONS OF THIS SECTION 3.7(B) SHALL
SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT FOR A PERIOD OF
ONE YEAR.
3.8
OBLIGATIONS OF ADVISOR; RESTRICTIONS.
(A)
INTERNAL CONTROL.
THE ADVISOR SHALL (I) ESTABLISH AND MAINTAIN
(AND REQUIRE PROPERTY MANAGERS AND OTHER CONTRACTORS TO ESTABLISH AND MAINTAIN)
A SYSTEM OF INTERNAL ACCOUNTING AND FINANCIAL CONTROLS (INCLUDING, WITHOUT
LIMITATION, INTERNAL CONTROLS TO SAFEGUARD RECORDS AND TO PERMIT THE COMPANY TO
COMPLY WITH THE EXCHANGE ACT AND SOX DESIGNED TO PROVIDE REASONABLE ASSURANCE OF
THE RELIABILITY OF FINANCIAL REPORTING, THE EFFECTIVENESS AND EFFICIENCY OF
OPERATIONS AND COMPLIANCE WITH APPLICABLE LAWS, (II) MAINTAIN RECORDS FOR EACH
COMPANY INVESTMENT ON A GAAP BASIS, (III) DEVELOP ACCOUNTING ENTRIES AND REPORTS
REQUIRED BY THE COMPANY TO MEET ITS