6
PARTICULAR PROVISION OF THIS AGREEMENT, AND SECTION REFERENCES ARE TO THIS
AGREEMENT UNLESS OTHERWISE SPECIFIED.
(D)
THE MEANINGS GIVEN TO TERMS DEFINED HEREIN SHALL BE EQUALLY
APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
THE WORDS
INCLUDE, INCLUDES AND INCLUDING SHALL BE DEEMED TO BE FOLLOWED BY THE PHRASE
"WITHOUT LIMITATION."
SECTION 2.
APPOINTMENT AND DUTIES OF THE MANAGER.
(A)
THE TRUST AND THE
OPERATING PARTNERSHIP HEREBY APPOINT THE MANAGER TO MANAGE THE INVESTMENTS AND
DAY-TO-DAY OPERATIONS OF THE TRUST AND THE SUBSIDIARIES, SUBJECT AT ALL TIMES TO
THE FURTHER TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND TO THE
SUPERVISION OF, AND SUCH FURTHER LIMITATIONS OR PARAMETERS AS MAY BE IMPOSED
FROM TIME TO TIME BY, THE BOARD OF TRUSTEES.
THE MANAGER HEREBY AGREES TO USE
ITS COMMERCIALLY REASONABLE EFFORTS TO PERFORM EACH OF THE DUTIES SET FORTH
HEREIN, EXCEPT WHERE A SPECIFIC STANDARD OF CARE IS SPECIFIED, IN WHICH CASE
SUCH SPECIFIC STANDARD OF CARE SHALL APPLY.
THE APPOINTMENT OF THE MANAGER
SHALL BE EXCLUSIVE TO THE MANAGER, EXCEPT TO THE EXTENT THAT THE MANAGER ELECTS,
IN ITS SOLE AND ABSOLUTE DISCRETION, IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT, TO CAUSE THE DUTIES OF THE MANAGER AS SET FORTH HEREIN TO BE PROVIDED
BY THIRD PARTIES.
(B)
THE MANAGER, IN ITS CAPACITY AS MANAGER OF THE INVESTMENTS AND THE
DAY-TO-DAY OPERATIONS OF THE TRUST AND THE SUBSIDIARIES, AT ALL TIMES WILL BE
SUBJECT TO THE SUPERVISION AND DIRECTION OF THE BOARD OF TRUSTEES AND WILL HAVE
ONLY SUCH FUNCTIONS AND AUTHORITY AS THE BOARD OF TRUSTEES MAY DELEGATE TO IT,
INCLUDING, WITHOUT LIMITATION, THE FUNCTIONS AND AUTHORITY IDENTIFIED HEREIN AND
DELEGATED TO THE MANAGER HEREBY.
THE MANAGER WILL BE RESPONSIBLE FOR THE
DAY-TO-DAY OPERATIONS OF THE TRUST AND THE SUBSIDIARIES AND WILL PERFORM (OR
CAUSE TO BE PERFORMED) SUCH SERVICES AND ACTIVITIES RELATING TO THE OPERATIONS
OF THE TRUST AND THE SUBSIDIARIES, INCLUDING THE INVESTMENTS OF THE TRUST AND
THE SUBSIDIARIES AND THEIR FINANCING, AS MAY BE APPROPRIATE, WHICH MAY INCLUDE,
WITHOUT LIMITATION:
(i)
serving as the Trust's and the Subsidiaries' consultant with
respect to the periodic review of the Investment Policies and Allocation Policy,
which review shall occur no less often than annually, any modifications to which
shall be approved by a majority of the Independent Trustees, and other policies
and recommendations with respect thereto for approval by the Board of Trustees;
(ii)
serving as the Trust's and the Subsidiaries' consultant with
respect to the identification, investigation, evaluation, analysis,
underwriting, selection, purchase, origination, negotiation, structuring,
monitoring and disposition of the Trust's and the Subsidiaries' investments;
(iii)
serving as the Trust's and the Subsidiaries' consultant with
respect to decisions regarding any financings, securitizations and hedging
activities undertaken by the Trust or any Subsidiary, including (1) assisting
the Trust or any Subsidiary in developing criteria for debt and equity financing
that is specifically tailored to the Trust's or such Subsidiary's investment
objectives, (2) advising the Trust and the Subsidiaries with respect to