AND TO THE EXTENT AVAILABLE, TITLE INSURANCE OR OTHER ASSURANCE OF
TITLE AND CUSTOMARY FIRE, CASUALTY AND PUBLIC LIABILITY INSURANCE;
(J)
SUPERVISE THE PREPARATION AND FILING AND
DISTRIBUTION OF RETURNS AND REPORTS TO GOVERNMENTAL AGENCIES AND TO INVESTORS
AND ACT ON BEHALF OF THE COMPANY IN CONNECTION WITH INVESTOR RELATIONS;
(K)
PROVIDE OFFICE SPACE, EQUIPMENT AND
PERSONNEL AS REQUIRED FOR THE PERFORMANCE OF THE FOREGOING SERVICES AS BUSINESS
MANAGER;
(L)
ADVISE THE BOARD OF DIRECTORS, FROM TIME
TO TIME, OF THE COMPANY'S OPERATING RESULTS AND COORDINATING PREPARATION, WITH
EACH PROPERTY MANAGER, OF AN OPERATING BUDGET INCLUDING ONE, THREE AND FIVE YEAR
PROJECTIONS OF OPERATING RESULTS AND SUCH OTHER REPORTS AS MAY BE APPROPRIATE
FOR EACH REAL ESTATE ASSET;
(M)
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 RELATING TO THE COMPANY
AND ITS OPERATIONS;
(N)
UNDERTAKE AND PERFORM ALL SERVICES OR OTHER
ACTIVITIES NECESSARY AND PROPER TO CARRY OUT THE COMPANY'S INVESTMENT
OBJECTIVES;
(O)
PROVIDE THE COMPANY WITH ALL NECESSARY CASH
MANAGEMENT SERVICES;
(P)
MAINTAIN THE COMPANY'S BOOKS AND RECORDS
INCLUDING, BUT NOT LIMITED TO, APPRAISALS OR FAIRNESS OPINIONS OBTAINED IN
CONNECTION WITH ACQUIRING OR DISPOSING REAL ESTATE ASSETS; AND
(Q)
ENTER INTO ANCILLARY AGREEMENTS WITH THE
SPONSOR AND ITS AFFILIATES TO ARRANGE FOR THE SERVICES AND LICENSES TO BE
PROVIDED BY THE BUSINESS MANAGER HEREUNDER.
8
3.
NO PARTNERSHIP OR JOINT VENTURE. THE
COMPANY AND THE BUSINESS MANAGER ARE NOT, AND SHALL NOT BE DEEMED TO BE,
PARTNERS OR JOINT VENTURERS WITH EACH OTHER.
4.
REIT QUALIFICATIONS. NOTWITHSTANDING
ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, THE BUSINESS MANAGER
SHALL REFRAIN FROM TAKING ANY ACTION THAT, IN ITS REASONABLE JUDGMENT OR IN ANY
JUDGMENT OF THE BOARD OF DIRECTORS OF WHICH THE BUSINESS MANAGER HAS WRITTEN
NOTICE, WOULD ADVERSELY AFFECT THE QUALIFICATION OF THE COMPANY AS A REIT UNDER
THE CODE OR THAT WOULD VIOLATE ANY LAW, RULE OR REGULATION OF ANY GOVERNMENTAL
BODY OR AGENCY HAVING JURISDICTION OVER THE COMPANY OR ITS SECURITIES, OR THAT
WOULD OTHERWISE NOT BE PERMITTED BY THE ARTICLES OF INCORPORATION. IF ANY SUCH
ACTION IS ORDERED BY THE BOARD OF DIRECTORS, THE BUSINESS MANAGER SHALL PROMPTLY
NOTIFY THE BOARD OF DIRECTORS THAT, IN THE BUSINESS MANAGER'S JUDGMENT, THE
ACTION WOULD ADVERSELY AFFECT THE COMPANY'S STATUS AS A REIT OR VIOLATE ANY 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.
5.
BANK ACCOUNTS. AT THE DIRECTION OF THE
BOARD OF DIRECTORS OR THE OFFICERS OF THE COMPANY, THE BUSINESS MANAGER SHALL
ESTABLISH AND MAINTAIN BANK ACCOUNTS IN THE NAME OF THE COMPANY, AND SHALL
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