FEDERAL
COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION
CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN
ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO
THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS
BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR
PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF
PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR
PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT
UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND
SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL
BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED
BY LAW.
16. WAIVER OF JURY TRIAL. THE COMPANY AND CF&CO EACH HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
17. ABSENCE OF FIDUCIARY RELATIONSHIP.
The Company, the Operating Partnership and the Manager acknowledge and agree
that:
(A)
THE CF&CO HAS BEEN RETAINED SOLELY TO ACT AS CF&CO IN
CONNECTION WITH THE SALE OF THE SHARES AND THAT NO FIDUCIARY, ADVISORY OR AGENCY
RELATIONSHIP BETWEEN THE COMPANY, THE OPERATING PARTNERSHIP OR THE MANAGER AND
THE CF&CO HAS BEEN CREATED IN RESPECT OF ANY OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT, IRRESPECTIVE OF WHETHER THE CF&CO HAS ADVISED OR IS ADVISING THE
COMPANY, THE OPERATING PARTNERSHIP OR THE MANAGER ON OTHER MATTERS;
(B)
THE PRICE OF THE SHARES SET FORTH IN THIS AGREEMENT WAS
ESTABLISHED BY THE COMPANY AND THE CF&CO FOLLOWING DISCUSSIONS AND ARMS-LENGTH
NEGOTIATIONS WITH THE CF&CO AND THE COMPANY, AND THE COMPANY, THE OPERATING
PARTNERSHIP AND THE MANAGER ARE CAPABLE OF EVALUATING AND UNDERSTANDING AND
UNDERSTAND AND ACCEPT THE TERMS, RISKS AND CONDITIONS OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT;
(C)
THEY HAVE BEEN ADVISED THAT THE CF&CO AND ITS AFFILIATES ARE
ENGAGED IN A BROAD RANGE OF TRANSACTIONS WHICH MAY INVOLVE INTERESTS THAT DIFFER
FROM THOSE OF THE COMPANY, THE OPERATING PARTNERSHIP OR THE MANAGER AND THAT THE
CF&CO HAVE NO OBLIGATION TO DISCLOSE SUCH INTERESTS AND TRANSACTIONS TO THE
COMPANY, THE OPERATING PARTNERSHIP OR THE MANAGER BY VIRTUE OF ANY FIDUCIARY,
ADVISORY OR AGENCY RELATIONSHIP; AND
(D)
THEY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
CLAIMS THEY MAY HAVE AGAINST THE CF&CO, FOR BREACH OF FIDUCIARY DUTY OR ALLEGED
BREACH OF FIDUCIARY DUTY AND AGREE THAT THE CF&CO SHALL HAVE NO LIABILITY
(WHETHER DIRECT OR INDIRECT) TO THE COMPANY, THE OPERATING PARTNERSHIP OR THE
MANAGER IN RESPECT OF SUCH A FIDUCIARY CLAIM OR TO ANY PERSON ASSERTING A
FIDUCIARY DUTY CLAIM ON BEHALF OF OR