AS WELL AS OPERATING AND RELEASING
PROPERTIES WITH RESPECT TO WHICH THE LEASES ARE IN DEFAULT OR HAVE BEEN
TERMINATED.
C)
PERMITTED REIMBURSEMENTS SHALL INCLUDE SALARIES AND RELATED
SALARY EXPENSES FOR NONSUPERVISORY SERVICES WHICH COULD BE PERFORMED DIRECTLY
FOR THE COMPANY BY INDEPENDENT PARTIES SUCH AS LEGAL, ACCOUNTING, TRANSFER
AGENT, DATA PROCESSING AND DUPLICATION. THE ADVISOR BELIEVES THAT THE EMPLOYEES
OF THE ADVISOR AND ITS AFFILIATES WHO MAY PERFORM SERVICES FOR THE COMPANY FOR
WHICH REIMBURSEMENT IS ALLOWED PURSUANT TO SECTION 10(B) OR 10(C), WILL HAVE THE
EXPERIENCE AND EDUCATIONAL BACKGROUND, IN THEIR RESPECTIVE FIELDS OF EXPERTISE,
APPROPRIATE FOR THE PERFORMANCE OF ANY SUCH SERVICES.
11
11.
STATEMENTS.
THE ADVISOR SHALL FURNISH TO THE
COMPANY NOT LATER THAN THE 10TH DAY OF EACH CALENDAR QUARTER, BEGINNING WITH THE
SECOND CALENDAR QUARTER OF THE TERM OF THIS AGREEMENT, A STATEMENT SHOWING THE
COMPUTATION OF ANY ADVISOR ASSET MANAGEMENT FEE PAYABLE TO IT DURING SUCH
QUARTER UNDER SECTION 9 HEREOF. THE ADVISOR SHALL FURNISH TO THE COMPANY NOT
LATER THAN THE 30TH DAY FOLLOWING THE END OF EACH FISCAL YEAR, A STATEMENT
SHOWING A COMPUTATION OF: (I) THE INCENTIVE ADVISORY FEE, IF ANY, PAYABLE IN
RESPECT OF SUCH FISCAL YEAR UNDER SECTION 9 HEREOF; AND (II) THE FEES OR OTHER
COMPENSATION PAYABLE TO THE ADVISOR OR AN AFFILIATE OF THE ADVISOR WITH RESPECT
TO SUCH FISCAL YEAR UNDER SECTIONS 9 AND 10 HEREOF. THE FINAL SETTLEMENT OR
COMPENSATION PAYABLE UNDER SECTIONS 9 AND 10 HEREOF FOR EACH FISCAL YEAR SHALL
BE SUBJECT TO ADJUSTMENTS IN ACCORDANCE WITH, AND UPON COMPLETION OF, THE ANNUAL
AUDIT OF THE COMPANY'S FINANCIAL STATEMENTS.
12.
BUSINESS COMBINATION OF THE COMPANY AND THE
ADVISOR.
A)
FROM AND AFTER SEPTEMBER 15, 2008, THE COMPANY SHALL HAVE THE
RIGHT, BUT NOT THE OBLIGATION, TO ACQUIRE THE ENTIRE BUSINESS, AFFAIRS,
OPERATIONS AND ASSETS OF THE ADVISOR (COLLECTIVELY, THE "ADVISOR'S BUSINESS") IN
WHATEVER FORM AGREED UPON BETWEEN THE COMPANY AND THE ADVISOR (A "BUSINESS
COMBINATION"), AS SET FORTH IN WRITING BETWEEN THEM ("MERGER AGREEMENT"). IF THE
COMPANY DESIRES TO ACQUIRE THE ADVISOR'S BUSINESS IN A BUSINESS COMBINATION, THE
COMPANY SHALL SEND A WRITTEN NOTICE TO THE ADVISOR TO THAT EFFECT ("ELECTION
NOTICE").
ANY AGREEMENT WITH RESPECT TO A BUSINESS COMBINATION SHALL CONTAIN
PROVISIONS PROVIDING FOR: (I) THE TERMINATION OF THIS AGREEMENT AND ALL ADVISORY
AGREEMENTS ENTERED INTO PURSUANT HERETO AND THE RELEASE OR WAIVER OF ALL FEES
PAYABLE BY THE COMPANY TO THE ADVISOR UNDER THE ADVISORY AGREEMENTS (EXCEPT FOR
THE PAYMENT OF FEES DUE AND PAYABLE UNDER THE ADVISORY AGREEMENTS FOR SERVICES
RENDERED BY THE ADVISOR UP TO AND UNTIL THE CONSUMMATION OF THE BUSINESS
COMBINATION); AND (II) THE ISSUANCE OF A CERTAIN NUMBER OF SHARES OF COMMON
STOCK OF THE COMPANY AS DETERMINED BELOW (THE "SHARES") TO BE ISSUED TO THE
ADVISOR, OR ITS STOCKHOLDERS, MEMBERS OR OTHER EQUITY HOLDERS, AS THE CASE MAY
BE, IN CONNECTION WITH THE BUSINESS COMBINATION. THE ADVISOR REPRESENTS TO THE
COMPANY THAT THE ADVISOR HAS OBTAINED THE CONSENT OF ITS BOARD OF DIRECTORS