Exhibit 10.49
INVESTMENT MANAGEMENT AGREEMENT
This AGREEMENT is entered into on November 9, 2006 (this "Agreement"), between
Berkley Regional Insurance Company, a Delaware insurance company ("the
Investor"), and CT High Grade Mezzanine Manager, LLC, a Delaware limited
liability company (the "the Manager" and, together with the Investor, each a
"Party").
WHEREAS, the Investor desires to retain the Manager to acquire, sell, and
otherwise manage certain commercial real estate debt and related investments of
the Investor in a separate account (each, an "Account") in the manner and on the
terms set forth herein;
NOW THEREFORE, in consideration of the mutual promises and agreements herein
contained and other good and valuable consideration, the receipt of which is
hereby acknowledged, it is agreed by and between the parties hereto as follows:
1.
Services, Investment Discretion.
(a)
The Manager will source, underwrite,
negotiate, close, manage and, in accordance with Section 1(b), sell and/or
liquidate on behalf of the Investor commercial real estate debt and related
investments ("Investments").
At origination, such Investments shall meet the
investment criteria as listed in Exhibit A hereto (the "Investment Criteria") or
as mutually agreed upon in writing by the Manager and the Investor.
(b)
Following origination or acquisition of an
Investment, the Investor shall have the authority and power to direct the
Manager to sell or liquidate any such Investment whereupon the Manager shall
dispose of such Investment in accordance with the Investor's direction.
(c)
Subject to Sections 1(a) and (b), the
Investor hereby grants the Manager full and exclusive discretion as to all
decisions regarding the Investments made on behalf of the Investor in accordance
with Section 1(a) hereof.
2.
Commitments, Capital Calls.
(a)
Subject to the terms and conditions set
forth in this Section 2, the Investor agrees to make available for investment up
to $85 million (the Investor's "Commitment"), such Commitment to be (i) reduced
by the amount of outstanding and committed Investments in the Account (on a cost
basis) and (ii) increased by any principal repayments with respect to the
Investor's Investments during the Commitment Period (as defined below).
(b)
The "Commitment Period" shall be a period
beginning on the date hereof and ending on the first anniversary of the date
hereof at which time the Commitment Period shall be automatically extended until
the 45th day after the date that either the Investor, on the one hand, or the
Manager, on the other hand, delivers written notice to the other Party
hereto of its election to terminate the Commitment Period unless (i) either the
Investor, on the one hand, or the Manager, on the other hand, provides 30 day
prior notice of its election to terminate the Commitment Period as of such first
anniversary date or (ii) the Investor, on the one hand, or the Manager, on the
other hand, elects to terminate the Agreement.
(c)
During the Commitment Period, the Investor
shall meet capital calls made to the Investor by depositing cash into a bank
account (the Investor's "Capital Call Account") from time