SHALL USE ITS BEST EFFORTS TO:
(A)
SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH IN THAT CERTAIN PROPERTY ACQUISITION AGREEMENT BY AND BETWEEN THE COMPANY
AND ACQUISITION CO., OF EVEN DATE HEREWITH, USE COMMERCIALLY REASONABLE EFFORTS
TO IDENTIFY POTENTIAL INVESTMENT OPPORTUNITIES IN REAL ESTATE ASSETS LOCATED IN
THE PRIMARY GEOGRAPHICAL AREA OF INVESTMENT AND CONSISTENT WITH THE COMPANY'S
INVESTMENT OBJECTIVES AND POLICIES; INCLUDING BUT NOT LIMITED TO:
(I)
LOCATING, ANALYZING AND SELECTING
POTENTIAL INVESTMENTS IN REAL ESTATE ASSETS;
(II)
STRUCTURING AND NEGOTIATING THE TERMS AND
CONDITIONS OF ACQUISITION AND DISPOSITION TRANSACTIONS;
(III)
ARRANGING FOR FINANCING AND REFINANCING AND
MAKING OTHER CHANGES IN THE ASSET OR CAPITAL STRUCTURE OF THE COMPANY AND
DISPOSING OF AND REINVESTING THE PROCEEDS FROM THE SALE OF, OR OTHERWISE DEAL
WITH THE INVESTMENTS IN, REAL ESTATE ASSETS; AND
(IV)
ENTERING INTO LEASES AND SERVICE CONTRACTS, ON
THE COMPANY'S BEHALF, FOR REAL ESTATE ASSETS AND, TO THE EXTENT NECESSARY,
PERFORMING ALL FUNCTIONS NECESSARY TO MAINTAIN AND ADMINISTER THE COMPANY'S
ASSETS.
(B)
ASSIST THE BOARD OF DIRECTORS IN EVALUATING
THESE INVESTMENT OPPORTUNITIES;
(C)
PROVIDE THE BOARD OF DIRECTORS WITH
RESEARCH AND OTHER STATISTICAL DATA AND ANALYSIS IN CONNECTION WITH THE
COMPANY'S ASSETS, OPERATIONS AND INVESTMENT POLICIES;
(D)
MANAGE THE COMPANY'S DAY-TO-DAY OPERATIONS,
CONSISTENT WITH THE INVESTMENT OBJECTIVES AND POLICIES ESTABLISHED BY THE BOARD
OF DIRECTORS FROM TIME TO TIME;
(E)
INVESTIGATE, SELECT AND CONDUCT RELATIONS
WITH LENDERS, CONSULTANTS, ACCOUNTANTS, BROKERS, PROPERTY MANAGERS, ATTORNEYS,
UNDERWRITERS, APPRAISERS, INSURERS, CORPORATE FIDUCIARIES, BANKS, BUILDERS AND
DEVELOPERS, SELLERS AND BUYERS OF INVESTMENTS AND PERSONS ACTING IN ANY OTHER
CAPACITY SPECIFIED BY THE COMPANY FROM TIME TO TIME, AND ENTER INTO CONTRACTS IN
THE COMPANY'S NAME WITH, AND RETAINING AND SUPERVISING SERVICES PERFORMED BY,
SUCH PARTIES IN CONNECTION WITH INVESTMENTS THAT HAVE BEEN OR MAY BE ACQUIRED OR
DISPOSED OF BY THE COMPANY;
(F)
COOPERATE WITH THE PROPERTY MANAGERS IN
CONNECTION WITH PROPERTY MANAGEMENT SERVICES AND OTHER ACTIVITIES RELATING TO
THE COMPANY'S ASSETS, SUBJECT TO THE REQUIREMENT THAT THE BUSINESS MANAGER OR
THE APPLICABLE PROPERTY MANAGER, AS THE CASE
7
MAY BE, QUALIFIES AS AN "INDEPENDENT CONTRACTOR" AS THAT PHRASE IS USED IN
CONNECTION WITH APPLICABLE LAWS, RULES AND REGULATIONS AFFECTING REITS THAT OWN
REAL PROPERTY;
(G)
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, ACQUIRING AND DISPOSING OF INVESTMENTS, 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 SECURING INVESTMENTS;
(H)
ASSIST IN NEGOTIATIONS ON BEHALF OF THE
COMPANY WITH INVESTMENT BANKING FIRMS AND OTHER INSTITUTIONS OR INVESTORS FOR
PUBLIC OR PRIVATE SALES OF SECURITIES OF THE COMPANY OR FOR OTHER FINANCING ON
BEHALF OF THE COMPANY, PROVIDED THAT IN NO EVENT MAY THE BUSINESS MANAGER ACT AS
A BROKER, DEALER, UNDERWRITER OR INVESTMENT ADVISOR OF, OR FOR, THE COMPANY;
(I)
MAINTAIN, WITH RESPECT TO ANY REAL
PROPERTY