MAY TERMINATE THIS AGREEMENT EFFECTIVE UPON 30 DAYS
PRIOR WRITTEN NOTICE OF TERMINATION TO THE COMPANY IN THE EVENT THAT THE COMPANY
SHALL DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL TERM, CONDITION
OR COVENANT IN THIS AGREEMENT AND SUCH DEFAULT SHALL CONTINUE FOR A PERIOD OF
30 DAYS AFTER WRITTEN NOTICE THEREOF SPECIFYING SUCH DEFAULT AND REQUESTING THAT
THE SAME BE REMEDIED IN SUCH 30 DAY PERIOD.
8.3
TERMINATION FEE.
UPON TERMINATION OF OR FAILURE TO RENEW THIS
AGREEMENT IN ACCORDANCE WITH SECTION 8.2(A) OR (D) ABOVE, THE COMPANY WILL BE
OBLIGATED TO PAY THE ADVISOR A TERMINATION FEE EQUAL TO TWO TIMES THE AVERAGE OF
THE SUM OF THE BASE MANAGEMENT FEES AND INCENTIVE MANAGEMENT FEE EARNED BY THE
ADVISOR DURING THE PERIOD OF TWENTY FOUR (24) FULL CALENDAR MONTHS MOST RECENTLY
ENDED PRIOR TO SUCH TERMINATION.
IF THIS AGREEMENT IS TERMINATED OR NOT RENEWED
FOR ANY REASON OTHER THAN PURSUANT TO SECTION 8.2(A) OR 8.2(D), THE ADVISOR
SHALL BE ENTITLED ONLY TO PAYMENT OF ALL EARNED AND UNPAID BASE MANAGEMENT FEES
AND INCENTIVE MANAGEMENT FEES THROUGH THE DATE OF TERMINATION.
8.4
CONTINUED RESPONSIBILITY.
NOTWITHSTANDING TERMINATION OF THIS
AGREEMENT AS PROVIDED ABOVE, THE ADVISOR AGREES TO USE ITS BEST EFFORTS IN THE
PERFORMANCE OF ITS DUTIES UNDER THIS AGREEMENT UNTIL THE EFFECTIVE DATE OF THE
TERMINATION OF THIS AGREEMENT.
8.5
RESPONSIBILITIES UPON TERMINATION.
UPON TERMINATION OF THIS
AGREEMENT, THE ADVISOR SHALL FORTHWITH DELIVER THE FOLLOWING TO THE COMPANY, AS
APPLICABLE, ON THE EFFECTIVE DATE OF TERMINATION:
(A)
A FINAL ACCOUNTING REFLECTING THE BALANCE OF FUNDS HELD ON BEHALF
OF THE COMPANY AS OF THE DATE OF TERMINATION;
(B)
ALL FILES, RECORDS, DOCUMENTS AND OTHER PROPERTY OF ANY KIND
RELATING TO THE COMPANY, INCLUDING, BUT NOT LIMITED TO, COMPUTER RECORDS,
CONTRACTS, LEASES, WARRANTIES, BANK STATEMENTS, RENT ROLLS, EMPLOYMENT RECORDS,
PLANS AND SPECIFICATIONS, INVENTORIES,
15
CORRESPONDENCE, TENANT RECORDS, RECEIPTS, PAID AND UNPAID BILLS OR INVOICES,
MAINTENANCE RECORDS; AND
(C)
AGREEMENTS TO TERMINATE ALL PROPERTY MANAGEMENT, CONSTRUCTION
MANAGEMENT AND OTHER AGREEMENTS WITH AFFILIATES OF THE ADVISOR AND THIRD PARTIES
RETAINED ON A SUBCONTRACTING BASIS BY THE ADVISOR, IN EACH CASE, WITH RESPECT TO
THE SERVICES TO BE PROVIDED BY THE ADVISOR HEREUNDER.
ARTICLE IX
MISCELLANEOUS PROVISIONS
9.1
NOTICE.
ANY NOTICE REQUIRED OR PERMITTED UNDER THIS AGREEMENT
SHALL BE IN WRITING AND SHALL BE GIVEN BY BEING DELIVERED TO THE FOLLOWING
ADDRESSES OR FAX NUMBERS OF THE PARTIES HERETO:
To the Company:
Newkirk Realty Trust, Inc.
7 Bulfinch Place
Suite 500, P.O. Box 9507
Boston, Massachusetts 02114
Telephone No.:
(617) 570-4600
Telecopier No.:
(617) 742-4643
Attention:
Carolyn Tiffany
To the Advisor:
NKT Advisors LLC
7 Bulfinch Place
Suite 500, P.O. Box 9507
Boston, Massachusetts 02114
Telephone No.:
(617) 570-4600
Telecopier No.:
(617) 742-4643
Attention:
Carolyn Tiffany
or to such other address or fax number as may be specified from time to time by
such party in writing.
9.2
NO JOINT VENTURE.
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO
MAKE THE COMPANY AND THE ADVISOR PARTNERS OR JOINT VENTURERS OR