this Agreement on the Advisor's behalf, (iii) the execution and delivery
of this Agreement by the Advisor and the performance by the Advisor of its
obligations hereunder do not violate any provisions of the Advisor's constituent
documents, constitute a breach or default by the Advisor under any material
agreement to which the Advisor is a party or cause the Advisor to violate any
Federal or New York law, regulation or rule applicable to the Advisor.
ARTICLE III
RESPONSIBILITIES OF ADVISOR
3.1
GENERAL RESPONSIBILITY.
SUBJECT TO THE SUPERVISION OF THE BOARD,
THE ADVISOR SHALL:
(A)
EXCEPT AS PROVIDED IN SECTION 7.2(M), PROVIDE EXECUTIVE AND
ADMINISTRATIVE PERSONNEL, OFFICE SPACE AND OFFICE SERVICES REQUIRED IN RENDERING
SERVICES TO THE COMPANY;
(B)
MANAGE, OPERATE AND ADMINISTER THE COMPANY'S DAY TO DAY
OPERATIONS, BUSINESS AND AFFAIRS, AS MAY BE AGREED UPON BY THE ADVISOR AND THE
COMPANY, AND SHALL HAVE SUCH AUTHORITY AS THE COMPANY MAY DELEGATE TO IT,
INCLUDING, WITHOUT LIMITATION, THE AUTHORITY TO OVERSEE AND CONDUCT THE
COMPANY'S INVESTMENT ACTIVITIES IN ACCORDANCE WITH GUIDELINES AND POLICIES
ADOPTED AND IMPLEMENTED BY THE BOARD, MONITOR LEASES, MORTGAGES AND DEBT
OBLIGATIONS, MAKE PAYMENT OF THE COMPANY'S DEBT AND OBLIGATIONS, MAKE PAYMENT OF
DIVIDENDS OR DISTRIBUTIONS TO NEWKIRK'S STOCKHOLDERS AND MAINTAIN THE
APPROPRIATE BACK OFFICE INFRASTRUCTURE TO PERFORM SUCH ADMINISTRATIVE FUNCTIONS;
5
(C)
SERVE AS THE COMPANY'S CONSULTANT WITH RESPECT TO THE PERIODIC
REVIEW OF THE INVESTMENT CRITERIA AND PARAMETERS FOR THE INVESTMENTS, BORROWINGS
AND OPERATIONS OF THE COMPANY FOR THE APPROVAL OF THE BOARD;
(D)
COUNSEL THE COMPANY IN CONNECTION WITH POLICY DECISIONS TO BE MADE
BY THE BOARD;
(E)
USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE EXPENSES INCURRED BY
THE COMPANY OR ON ITS BEHALF TO BE REASONABLE AND CUSTOMARY AND WITHIN ANY
BUDGETED PARAMETERS OR EXPENSE GUIDELINES SET BY THE BOARD FROM TIME TO TIME;
(F)
ADVISE THE BOARD AS TO THE COMPANY'S CAPITAL STRUCTURE AND
CAPITAL RAISING ACTIVITIES;
(G)
COORDINATE AND MANAGE OPERATIONS OF ANY JOINT VENTURE OR
CO-INVESTMENT INTERESTS HELD BY THE COMPANY AND CONDUCT ALL MATTERS WITH THE
JOINT VENTURE OR CO-INVESTMENT PARTNERS;
(H)
COMMUNICATE ON THE COMPANY'S BEHALF WITH THE HOLDERS OF ANY OF THE
COMPANY'S EQUITY OR DEBT SECURITIES AS REQUIRED TO SATISFY THE REPORTING AND
OTHER REQUIREMENTS OF ANY GOVERNMENTAL BODIES OR AGENCIES OR TRADING MARKETS AND
TO MAINTAIN EFFECTIVE RELATIONS WITH SUCH HOLDERS;
(I)
HANDLE AND RESOLVE ALL CLAIMS, DISPUTES OR CONTROVERSIES
(INCLUDING ALL LITIGATION, ARBITRATION, SETTLEMENT OR OTHER PROCEEDINGS OR
NEGOTIATIONS) IN WHICH THE COMPANY MAY BE INVOLVED OR TO WHICH THE COMPANY MAY
BE SUBJECT ARISING OUT OF THE COMPANY'S DAY TO DAY OPERATIONS, SUBJECT TO SUCH
LIMITATIONS OR PARAMETERS AS MAY BE IMPOSED FROM TIME TO TIME BY THE BOARD;
(J)
EVALUATE AND RECOMMEND TO THE BOARD, AND ENGAGE IN POTENTIAL
HEDGING ACTIVITIES ON THE COMPANY'S BEHALF, CONSISTENT WITH NEWKIRK'S STATUS AS
A REAL ESTATE INVESTMENT TRUST AND WITH THE COMPANY'S INVESTMENT GUIDELINES;
(K)
INVESTIGATE, ANALYZE AND SELECT POSSIBLE INVESTMENT OPPORTUNITIES
AND ORIGINATE, ACQUIRE, FINANCE, RETAIN, SELL, NEGOTIATE FOR PREPAYMENT,
RESTRUCTURE OR DISPOSE COMPANY