P)
UNDERTAKE COMMUNICATIONS WITH STOCKHOLDERS IN ACCORDANCE WITH
APPLICABLE LAW AND THE ARTICLES OF INCORPORATION, PROVIDED, HOWEVER, THAT
AFFILIATES OF THE ADVISOR HAVE NO OBLIGATIONS TO THE COMPANY OTHER THAN AS
EXPRESSLY STATED HEREIN, AND THE ADVISOR AND ITS AFFILIATES HAVE NO OBLIGATIONS
TO PRESENT TO THE COMPANY ANY SPECIFIC INVESTMENT OPPORTUNITY EXCEPT AS
DESCRIBED IN THE PROSPECTUS. IN PROVIDING ADVICE AND SERVICES AS PROVIDED IN
SUBPARAGRAPHS (A) THROUGH (P) ABOVE OF THIS SECTION 2, THE ADVISOR SHALL NOT (I)
ENGAGE IN ANY ACTIVITY WHICH WOULD REQUIRE IT TO BE REGISTERED AS AN "INVESTMENT
ADVISOR," AS THAT TERM IS DEFINED IN THE INVESTMENT ADVISORS ACT OF 1940 OR IN
ANY STATE SECURITIES LAW OR (II) CAUSE THE COMPANY TO MAKE SUCH INVESTMENTS AS
WOULD CAUSE THE COMPANY TO BECOME AN "INVESTMENT COMPANY," AS THAT TERM IS
DEFINED IN THE INVESTMENT COMPANY ACT OF 1940.
3.
NO PARTNERSHIP OR JOINT VENTURE.
THE
COMPANY AND THE ADVISOR ARE NOT, AND SHALL NOT BE DEEMED TO BE, PARTNERS OR
JOINT VENTURERS WITH EACH OTHER.
4.
RECORDS.
THE ADVISOR SHALL MAINTAIN
APPROPRIATE BOOKS OF ACCOUNT AND RECORDS RELATING TO SERVICES PERFORMED
HEREUNDER, WHICH SHALL BE ACCESSIBLE FOR INSPECTION BY THE COMPANY AT ANY TIME
DURING ORDINARY BUSINESS HOURS.
8
5.
REIT QUALIFICATIONS.
NOTWITHSTANDING
ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, THE ADVISOR SHALL REFRAIN
FROM ANY ACTION WHICH, IN ITS REASONABLE JUDGMENT OR IN ANY JUDGMENT OF THE
BOARD OF DIRECTORS OF WHICH THE ADVISOR HAS WRITTEN NOTICE, WOULD ADVERSELY
AFFECT THE QUALIFICATION OF THE COMPANY AS A REIT UNDER THE CODE OR WHICH WOULD
VIOLATE ANY LAW, RULE OR REGULATION OF ANY GOVERNMENTAL BODY OR AGENCY HAVING
JURISDICTION OVER THE COMPANY OR ITS SECURITIES, OR WHICH WOULD OTHERWISE NOT BE
PERMITTED BY THE ARTICLES OF INCORPORATION. IF ANY SUCH ACTION IS ORDERED BY THE
BOARD OF DIRECTORS, THE ADVISOR SHALL PROMPTLY NOTIFY THE BOARD OF DIRECTORS OF
THE ADVISOR'S JUDGMENT THAT SUCH ACTION WOULD ADVERSELY AFFECT SUCH STATUS OR
VIOLATE ANY SUCH LAW, RULE OR REGULATION OR THE ARTICLES OF INCORPORATION AND
SHALL REFRAIN FROM TAKING SUCH ACTION PENDING FURTHER CLARIFICATION OR
INSTRUCTION FROM THE BOARD OF DIRECTORS.
6.
BANK ACCOUNTS.
AT THE DIRECTION OF THE
BOARD OF DIRECTORS, THE ADVISOR MAY ESTABLISH AND MAINTAIN BANK ACCOUNTS IN THE
NAME OF THE COMPANY, AND MAY COLLECT AND DEPOSIT INTO AND DISBURSE FROM SUCH
ACCOUNTS MONEYS ON BEHALF OF THE COMPANY, UPON SUCH TERMS AND CONDITIONS AS THE
BOARD OF DIRECTORS MAY APPROVE, PROVIDED THAT NO FUNDS IN ANY SUCH ACCOUNT SHALL
BE COMMINGLED WITH FUNDS OF THE ADVISOR. THE ADVISOR SHALL FROM TIME TO TIME, AS
THE COMPANY MAY REQUIRE, RENDER APPROPRIATE ACCOUNTINGS OF SUCH COLLECTIONS,
DEPOSITS AND DISBURSEMENTS TO THE BOARD OF DIRECTORS AND TO THE AUDITORS OF THE
COMPANY.
7.
FIDELITY BOND.
THE ADVISOR SHALL NOT BE
REQUIRED TO OBTAIN OR MAINTAIN A FIDELITY BOND IN CONNECTION WITH THE
PERFORMANCE OF ITS SERVICES HEREUNDER.
8.
INFORMATION FURNISHED ADVISOR.
THE
BOARD OF DIRECTORS WILL KEEP THE ADVISOR INFORMED IN