CONTEMPLATED INVESTMENTS OF THE COMPANY IN ASSETS;
(K)
FROM TIME TO TIME, OR AT ANY TIME
REASONABLY REQUESTED BY THE BOARD, MAKE REPORTS TO THE BOARD OF ITS PERFORMANCE
OF SERVICES TO THE COMPANY UNDER THIS AGREEMENT;
(L)
PROVIDE THE COMPANY WITH ALL NECESSARY
CASH MANAGEMENT SERVICES;
(M)
DELIVER TO OR MAINTAIN ON BEHALF OF THE
COMPANY COPIES OF ALL APPRAISALS OBTAINED IN CONNECTION WITH THE INVESTMENTS IN
ASSETS;
(N)
UPON REQUEST OF THE COMPANY, ACT, OR OBTAIN
THE SERVICES OF OTHERS TO ACT, AS ATTORNEY-IN-FACT OR AGENT OF THE COMPANY IN
MAKING, REQUIRING AND DISPOSING OF ASSETS, DISBURSING, AND COLLECTING THE FUNDS,
PAYING THE DEBTS AND FULFILLING THE OBLIGATIONS OF THE COMPANY AND HANDLING,
PROSECUTING AND SETTLING ANY CLAIMS OF THE COMPANY, INCLUDING FORECLOSING AND
OTHERWISE ENFORCING MORTGAGE AND OTHER LIENS AND SECURITY INTERESTS COMPRISING
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;
10
(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 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,