REQUIRED FROM TIME TO TIME
FOR MANAGEMENT AND OTHER ACTIVITIES RELATING TO THE COMPANY'S ASSETS AS THE
BOARD SHALL REASONABLY REQUEST OR THE ADVISOR SHALL DEEM APPROPRIATE UNDER THE
PARTICULAR CIRCUMSTANCES; AND
7
(Y)
USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE COMPANY TO COMPLY
WITH ALL OTHER APPLICABLE LAWS.
3.2
AUTHORITY.
THE ADVISOR SHALL HAVE FULL DISCRETION AND AUTHORITY
PURSUANT TO THIS AGREEMENT TO PERFORM THE DUTIES AND SERVICES SPECIFIED IN
SECTION 3.1 HEREOF IN SUCH MANNER AS THE ADVISOR REASONABLY CONSIDERS
APPROPRIATE SUBJECT TO THE TERMS AND RESTRICTIONS CONTAINED IN NEWKIRK'S
ARTICLES OF INCORPORATION AND BY-LAWS, AS THE SAME MAY BE AMENDED FROM TIME TO
TIME, AND THE OPERATING PARTNERSHIP'S CERTIFICATE OF LIMITED PARTNERSHIP AND THE
PARTNERSHIP AGREEMENT.
IN FURTHERANCE OF THE FOREGOING, NEWKIRK AND THE
OPERATING PARTNERSHIP HEREBY DESIGNATE AND APPOINT THE ADVISOR OR ITS DESIGNEE
AS THE AGENT AND ATTORNEY-IN-FACT OF NEWKIRK AND THE OPERATING PARTNERSHIP, WITH
FULL POWER AND AUTHORITY AND WITHOUT FURTHER APPROVAL OF NEWKIRK AND THE
OPERATING PARTNERSHIP, FOR PURPOSES OF ACCOMPLISHING ON ITS BEHALF ANY OF THE
FOREGOING MATTERS OR ANY MATTERS WHICH ARE PROPERLY THE SUBJECT MATTER OF THIS
AGREEMENT.
THE ADVISOR MAY EXECUTE, IN THE NAME AND ON BEHALF OF NEWKIRK AND
THE OPERATING PARTNERSHIP AND THEIR AFFILIATES ALL SUCH DOCUMENTS AND TAKE ALL
SUCH OTHER ACTIONS WHICH THE ADVISOR REASONABLY CONSIDERS NECESSARY OR ADVISABLE
TO CARRY OUT ITS DUTIES HEREUNDER.
3.3
SUBCONTRACT OF SERVICES.
THE COMPANY ACKNOWLEDGES AND AGREES THAT
THE SERVICES WILL BE PROVIDED BY EMPLOYEES OF WINTHROP, PURSUANT TO A WRITTEN
AGREEMENT BETWEEN THE ADVISOR AND WINTHROP PURSUANT TO WHICH WINTHROP WILL MAKE
AVAILABLE TO THE ADVISOR ITS EMPLOYEES AND FACILITIES.
THE ADVISOR AGREES NOT
TO TERMINATE OR AMEND ANY SUCH AGREEMENT WITH WINTHROP WITHOUT THE CONSENT OF A
MAJORITY OF THE INDEPENDENT DIRECTORS OF THE BOARD.
3.4
REPORTING REQUIREMENTS.
AS FREQUENTLY AS THE ADVISOR MAY DEEM
NECESSARY OR ADVISABLE, OR AT THE DIRECTION OF THE BOARD, THE ADVISOR SHALL
PREPARE, OR CAUSE TO BE PREPARED, WITH RESPECT TO ANY INVESTMENT (I) REPORTS AND
INFORMATION ON THE COMPANY'S OPERATIONS AND ASSET PERFORMANCE AND (II) OTHER
INFORMATION REASONABLY REQUESTED BY THE COMPANY.
3.5
DEVOTION OF TIME; EXCLUSIVITY.
THE ADVISOR WILL PROVIDE A
MANAGEMENT TEAM TO DELIVER THE MANAGEMENT SERVICES TO THE COMPANY HEREUNDER,
WITH THE MEMBERS OF SUCH MANAGEMENT TEAM DEVOTING SUCH OF THEIR TIME TO THE
MANAGEMENT OF THE COMPANY AS THE ADVISOR DEEMS REASONABLY NECESSARY AND
APPROPRIATE FOR THE PROPER PERFORMANCE OF ALL OF THE ADVISOR'S DUTIES HEREUNDER,
COMMENSURATE WITH THE LEVEL OF ACTIVITY OF THE COMPANY FROM TIME TO TIME. THE
COMPANY SHALL HAVE THE BENEFIT OF THE ADVISOR'S REASONABLE JUDGMENT AND EFFORT
IN RENDERING SERVICES AND, IN FURTHERANCE OF THE FOREGOING, THE ADVISOR SHALL
NOT UNDERTAKE ACTIVITIES WHICH, IN ITS REASONABLE JUDGMENT, WILL SUBSTANTIALLY
ADVERSELY AFFECT THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT.
THE
ADVISOR SHALL TAKE ALL REASONABLE STEPS TO ENSURE THAT ALL OF ITS OFFICERS,
DIRECTORS AND MANAGERS AND ANY PERSONS OR ENTITIES TO WHICH IT SUBCONTRACTS ANY
OF ITS SERVICES