Exhibit 10.1
ADVISORY AGREEMENT AMONG
AEGIS REALTY, INC.,
AEGIS REALTY OPERATING PARTNERSHIP, LP
and
RELATED AEGIS LP
This ADVISORY AGREEMENT (this "Agreement") dated as of October 1,
1997 is between AEGIS REALTY, INC., a Maryland corporation (the "Company"),
AEGIS REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the
"OP"), and RELATED AEGIS LP, a Delaware limited partnership (the "Advisor"). The
Company and the OP are sometimes referred to herein collectively as the
"Advisees" and each individually as an "Advisee."
W I T N E S S E T H:
WHEREAS, the Company is a Maryland corporation created in accordance
with applicable provisions of the Maryland General Corporation Law, as amended
from time to time (the "Maryland GCL"); and
WHEREAS, the purposes of the Company are, as determined from time to
time by the board of directors (the "Board of Directors") of the Company, to
engage in any lawful business or activity for which a corporation may be created
under the Maryland GCL; and
WHEREAS, the Company is the general partner of the OP; and
WHEREAS, the Company desires, on its own behalf and as general
partner of the OP, to avail itself of the experience, sources of information,
advice and assistance of the Advisor and to have the Advisor undertake the
duties and responsibilities hereinafter set forth, on behalf of and subject to
the supervision of the Board of Directors, all as provided herein; and
WHEREAS, all capitalized terms used herein, and not otherwise
defined in Article 10, shall have the meanings ascribed to them in the Company's
Articles of Amendment and Restatement (the "Charter"); and
WHEREAS, the Advisor is willing to render such services, subject to
the supervision of the Board of Directors, on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, IT IS AGREED as follows:
1 Duties of Advisor. The Company, on its own behalf, and as
general partner of the OP, hereby retains the
Advisor as the advisor of the Company and the OP to perform the services
hereinafter set forth, and the Advisor hereby accepts such appointment, subject
to the terms and conditions hereinafter set forth. In the performance of this
undertaking, subject to the supervision of the Board of Directors and consistent
with the provisions of the Company's Charter and the Amended and Restated
Agreement of Limited Partnership of the OP (the "Partnership Agreement"), the
Advisor shall:
a0 obtain for the Advisees, furnish and/or supervise the services
necessary to perform any ministerial functions in connection with the management
of the day-to-day operations of the Advisees;
b0 seek out, present and recommend to the Advisees, whether
through its own efforts or those of third parties retained by it, suitable
investment opportunities in real properties, mortgages and mortgage securities,
which are consistent with the Advisees' respective investment objectives and
policies as adopted by the Board of Directors from time to time, and negotiate
on behalf of the Advisees with respect to potential investments or the
disposition thereof;
c0 exercise absolute discretion, subject to the Board of
Directors' review, in decisions to originate, acquire, retain or sell real
properties, mortgages and mortgage securities, including negotiations for the
prepayment or restructuring of the Advisees' respective mortgage and mortgage
securities investments;
d0 recommend investment opportunities consistent with the
Advisees' respective investment objectives and policies and negotiate on behalf
of the Advisees with respect to potential investments or the disposition
thereof;
e0 when appropriate, cause an Affiliate to serve as the holder or
mortgagee of record for properties and mortgage investments, respectively, of
the Advisees if such Affiliate is qualified to do so and in that capacity to
hold escrows on behalf of mortgagors in connection with the servicing of
mortgages, which it may deposit with various banks;
f0 obtain for the Advisees such other services as may be required
in acquiring or disposing of investments, disbursing and collecting the funds of
the Advisees, paying the debts and fulfilling the obligations of the Advisees,
and handling,
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prosecuting and settling any claims of the Advisees, including foreclosing and
otherwise enforcing mortgages and other liens securing investments;
g0 obtain for the Advisees such services as may be required for
property management, leasing, mortgage brokerage and servicing, and other
activities relating to the investment portfolio of the Advisees;
h0 supervise the servicing of the Advisees' loan portfolios;
i0 prepare, or cause to be prepared, statements and other
relevant information for distribution to stockholders or partners, as the case
may be, including annual and quarterly reports and any filings required by
regulatory authorities;
j0 monitor operations and expenses of the Advisees;
k0 from time to time, or as requested by the Board of Directors,
make reports to the Advisees as to its performance of the foregoing services;
l0 perform any other powers of the Board of Directors or the
Company (as general partner of the OP) which (with respect to the Company) are
set forth in the Charter and the Partnership Agreement, as applicable, which may
be delegated to it by the Board of Directors from time to time; and
m0 do all things necessary to assure its ability to render the
services contemplated herein.
2 Fiduciary Relationship. The Advisor, as a result of its
relationship with the Advisees pursuant to this Agreement, stands in a fiduciary
relationship with the Stockholders of the Company and the partners of the OP.
3 No Partnership or Joint Venture. The Advisees and the Advisor
are not partners or joint venturers with each other and nothing herein shall be
construed to make them partners or joint venturers or impose any liability as
such on either of them.
4 Records. At all times, the Advisor shall keep books of account
and records relating to services performed hereunder, which books of account and
records shall be accessible
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for inspection by the Advisees at any time during the ordinary business hours of
the Advisor.
5 REIT Qualification; Other Limitations on Advisor Actions.
Anything else in this Agreement to the contrary notwithstanding, the Advisor
shall refrain from any action which, in its sole judgment made in good faith,
or, in the judgment of the Board of Directors provided that the Board of
Directors give the Advisor written notice to such effect, would (a) adversely
affect the status of the Company as a real estate investment trust pursuant to
Section 856 of the Code; (b) cause the Advisees to be classified as an
"investment company" for purposes of the Investment Company Act of 1940, as
amended; (c) cause the OP to be classified other than as a partnership for
purposes of the Code; (d) violate any law, rule, regulation or statement of
policy of any governmental body or agency having jurisdiction over the Advisees
or over their securities, or (e) be prohibited by the Company's Charter or the
Partnership Agreement of the OP.
6 Bank Accounts. The Advisor may establish and maintain one or
more bank accounts in the name of the Advisees or in its own name as agent for
the Advisees and may collect and deposit in and disburse from any such account,
any money on behalf of the Advisees, under such terms and conditions as the
Board of Directors may approve, provided that no funds in such account shall be
commingled with funds of the Advisor. From time to time and upon appropriate
request, the Advisor shall render appropriate accounting of such collections and
payments to the Board of Directors and the auditors of the Advisees.
7 Bond. If required by the Board of Directors, the Advisor will
maintain a fidelity bond with a responsible surety company in such amounts as
may be required by the Board of Directors, covering all members or partners
thereof together with employees and agents of the Advisor handling funds of the
Advisees and investment documents or records pertaining to investments of the
Advisees. Such bonds shall inure to the benefit of the Advisees in respect of
losses from acts of such partners, employees and agents through theft,
embezzlement, fraud, negligence, error or omission or otherwise. The premiums on
such bonds shall be paid by the Advisees.
8 Information Furnished Advisor. The Board of Directors shall,
at all times, keep the Advisor fully informed with regard to the investment
policies of the Advisees, including any specific types of real properties,
mortgage investments and
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mortgage securities desired, and any criteria or conditions established by the
Board of Directors as to whether the Advisees will make a particular investment,
the capitalization policy of the Advisees (including the policy with regard to
the incurrence of indebtedness by the Advisees) and their intentions as to the
future operations of the Advisees. In particular, the Board of Directors shall
notify the Advisor promptly of their intention to either sell or otherwise
dispose of any of the Advisees' investments, to make any new investment, to
incur any indebtedness or to issue any additional shares of Common Stock or
Preferred Stock of the Company or any partnership interests in the OP.
9 Consultation and Advice. In addition to the services described
above, the Advisor shall consult with the Board of Directors and shall, at the
request of the Board of Directors of the Company, furnish advice and
recommendations with respect to other aspects of the business and affairs of the
Advisees.
10 Definitions. As used herein, the following terms shall have
the meanings set forth below:
(a) "Acquisition Expenses" shall mean expenses related to the
Advisee's selection of, and investment in, real properties and mortgage
investments and other investments, whether or not acquired or made, including
but not limited to advertising costs, brokerage fees, environmental, engineering
and other due diligence expenses, legal fees and expenses, travel and
communications expenses, cost of appraisals, accounting fees and expenses, title
insurance and miscellaneous other expenses.
(b) "Affiliated Programs" shall mean any publicly offered entity
which is sponsored by an Affiliate of Related.
(c) "Charter" shall mean the Articles of Amendment and Restatement
of the Company dated as of October 1, 1997, as amended and/or restated from time
to time.
(d) "Initial Term" shall have the meaning set forth in Article 18.
(e) "Partnership Agreement" shall mean the Amended and Restated
Agreement of Limited Partnership of the OP dated as of October 1, 1997, as
amended and restated from time to time.
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(f) "Related" shall mean Related Capital Company, a New York
general partnership.
11 Fees and Other Compensation of the Advisor.
a0 The Advisor or its designees shall be entitled to receive from
the respective Advisees (except those payable by others as noted below) the
following fees and other compensation, which shall be paid to the Advisor by the
OP on its own behalf or on behalf of the Company:
(i) Acquisition Fee. The Advisor or its Affiliates shall
receive an Acquisition Fee of 3.75% of the acquisition price of each property
acquired by an Advisee, payable by the OP on behalf of the applicable Advisee
upon consummation of the investment.
(ii) Mortgage Placement Fees. The Advisor or its Affiliates
may receive from borrowers, but not from the Advisees, mortgage placement fees
equal to 0.75% of the principal amount of each mortgage loan acquired or
originated by such Advisee.
(iii) Mortgage Selection Fees. The Advisor or its Affiliates
shall receive mortgage selection fees equal to 3.00% of the principal amount of
each mortgage funded by an Advisee payable by the OP on behalf of the applicable
Advisee upon consummation of the investment.
(iv) Asset Management Fee/Special Distribution. The Advisor
or its Affiliates shall receive an asset management fee or Special Distribution,
as applicable, equal to 0.375% of the Total Invested Assets of the Company, or
the OP or its subsidiaries as applicable, payable quarterly, in arrears, at the
end of each calendar quarter. The Special Distribution shall be payable pursuant
to the applicable provisions of the Partnership Agreement.
(v) Liquidation Fees. If the Company or the OP is dissolved,
the Advisor shall receive a liquidation fee equal to 1.50% of the gross sales
price of the assets sold in connection with the liquidation of such Advisee's
assets supervised by the Advisor.
(vi) Property Management Fees. In the event any of the
Advisees determines to retain the Advisor and its Affiliates to provide property
management services for its
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properties, the Advisor or its Affiliates shall provide property management
services at rates and on terms no less favorable to the Advisees than those
customary for similar services, if they have such knowledge of and experience in
managing properties in the area. With respect to residential properties, such
fee (including all rent-up, leasing, and re-leasing fees and bonuses paid to any
Person) shall not exceed 5% of the gross revenues from such properties and with
respect to all other properties, such fee shall not exceed 6% of the gross
revenues where the Advisor or its Affiliates provide leasing, re-leasing and
leasing related services, and 3% of gross revenues where the Advisor or its
Affiliates do not provide such services. Notwithstanding the foregoing, the
Advisor may be entitled to receive higher fees in the event the Advisor can
demonstrate to the satisfaction of the Board of Directors through empirical data
that a higher competitive fee is justified for the services rendered and the
type of property. Where the Advisor or its Affiliates provide property
management services, property management fees payable to unaffiliated parties
will be paid out of the fees paid to the Advisor or its Affiliate. Property
management fees shall be payable monthly.
(vii) Insurance Brokerage Fees. The Advisor or its Affiliates
may receive an insurance brokerage fee for providing insurance brokerage
services with respect to Advisee properties provided such insurance brokerage
fee will be no greater than the lowest quote obtained from two unaffiliated
insurance agencies and the coverage and terms likewise will be comparable.
(viii) Money Market Fees. If funds of the Advisees are
temporarily invested in money market funds sponsored by the Advisor or its
Affiliates, they shall be entitled to receive the fees customarily charged by
such money market funds to unaffiliated third parties making similar investments
therein.
(ix) Services to Third Parties. Nothing in this Agreement
shall limit the Advisor or its Affiliates' right to provide services to
borrowers or owners of properties underlying mortgages or loans made by the
Advisees provided the fees charged for such services is not in excess of the
competitive rate in the market. Without limiting the foregoing, Affiliates of
the Advisor may charge mortgage insurance premiums and mortgage servicing fees
to the borrowers under mortgage loans (and not the Advisees); with respect to
the Advisees' existing mortgage portfolios, unless otherwise permitted by FHA or
HUD, such
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premiums and fees shall be no more than 0.5% and 0.07% of the principal amount
of the mortgage loans.
b0 Stockholder/Partner Interests Distribution. The Advisor shall
be entitled to receive distributions from the Advisees in respect of any shares
of Common Stock of the Company or partner interests of the OP which it holds.
12 Statements. Prior to the payment of any fees hereunder, the
Advisor shall furnish to the Advisees a statement showing the computation of the
fees, if any, payable under Section 11 hereof.
13 Incentive Stock Options. Subject to the provisions of the
Charter, the Advisor and its partners, officers and employees may receive
options to acquire shares of Common Stock pursuant to the Company's Incentive
Stock Option Plan only if the Company's distributions in any year exceed $0.9869
per share of Common Stock, and the Compensation Committee of the Board of
Directors determines to grant such options.
14 Expenses of the Company. (a) The OP, on its own behalf and on
behalf of the Company, shall pay all of the Advisees' expenses. Without limiting
the foregoing, it is specifically agreed that the following expenses of an
Advisee shall be paid by the OP on its own behalf or on behalf of the Company
and shall not be borne by the Advisor unless such expense is a fee or other
service for which the Advisor is otherwise receiving a fee from the Advisees:
(i) the cost of money borrowed by the Advisee;
(ii) all taxes applicable to the Advisee including, without
limitation, taxes on income and on assessments of real property;
(iii) fees and expenses paid to independent contractors,
unaffiliated mortgage servicers, consultants, managers and other agents employed
by or on behalf of the Advisee;
(iv) Acquisition Expenses and expenses directly connected
with the ownership and disposition of real property or other investments, and
with the purchase or origination of real property and mortgage investments
(including the costs of foreclosure, insurance premiums, legal services,
brokerage and
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sales commissions, maintenance, repair and improvement of property);
(v) expenses of maintaining and managing real estate equity
interests, processing and servicing mortgage and other loans and managing the
Advisee's other investments;
(vi) insurance coverage in connection with the business of
the Advisee (including officers', directors' and partners' liability insurance);
(vii) the expenses of dissolving and liquidating the Advisee
or revising, amending or modifying its organizational documents;
(viii) expenses connected with payments of dividends or
interest or distribution in cash or any other form made or caused to be made by
the Board of Directors to the stockholders or partners, as the case may be, of
such Advisee.
(ix) all expenses connected with communications to
stockholders or partners, as the case may be, and other bookkeeping and clerical
work necessary in maintaining relations with the stockholders or partners, as
the case may be, including the cost of printing and mailing certificates for
securities, proxy solicitation materials and reports to holders of the Advisee's
securities;
(x) the cost of any accounting, statistical or bookkeeping
equipment necessary for the maintenance of the books and records of the Advisee;
(xi) transfer agent's and registrar's fees and charges; and
(xii) other legal, accounting and auditing fees and expenses
as well as any costs incurred in connection with any litigation in which the
Advisee is involved and in the examination, investigation or other proceedings
conducted by any regulatory agency with respect to the Advisee.
(b) Subject to Article 15, the OP shall reimburse the Advisor and
its Affiliates on its own behalf or on behalf of the Company for (i) the actual
costs to the Advisor or its Affiliates of goods, materials and services used for
and by such Advisee obtained from unaffiliated parties; (ii) administrative
services
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necessary to the operation of such Advisee; (iii) the costs of personnel
employed by the Advisor and directly involved in the organization and business
of such Advisee (including persons who may be employees or officers of the
Advisor and its Affiliates) and for legal, accounting, transfer agent,
reinvestment and redemption plan administration, data processing, duplicating
and investor communications services performed by employees or officers of the
Advisor and its Affiliates which could be performed directly for the Advisee by
independent parties and (iv) any travel expenses incurred in connection with the
services provided hereunder and for advertising expenses incurred by the Advisor
in seeking any investments or seeking the disposition of any investments held by
such Advisee. The amounts charged to an Advisee for services performed shall not
exceed the lesser of (a) the actual cost of such services, or (b) the amount
which such Advisee would be required to pay to independent parties for
comparable services.
15 Limitations on Reimbursements. The sum of the amounts
reimbursed to the Advisor by the OP pursuant to Section 14(b) above shall not
exceed $200,000 per annum, subject to (i) annual increases following the first
anniversary of the date hereof and each year thereafter based upon increases in
the Consumer Price Index for All Urban Consumers, N.Y., N.Y. -Northeastern N.J.
(Base Year 1982-1984 = 100) specified for "All Items" as issued by the Bureau of
Labor Statistics, U.S. Department of Labor (or comparable substitute index) and
(ii) proportionately as the Total Invested Assets of the Company and the assets
of the OP increase from time to time.
16 Other Activities of Advisor. (a) Nothing in this Agreement
shall prevent the Advisor or any of its Affiliates from engaging in other
business activities related to real estate, mortgage investments or other
investments whether similar or dissimilar to those made by any of the Advisees
or from acting as advisor to any other person or entity having investment
policies whether similar or dissimilar to those of the Company or the OP
(including other REITs or partnerships). However, before the Advisor, the
officers and directors of the Advisor and all persons controlled by the Advisor
and its officers and directors may take advantage of an opportunity for their
own account or present or recommend it to others (except as set forth in Section
16(b)), they are obligated to present an investment opportunity to an Advisee if
(i) such opportunity is compatible with such Advisee's investment objectives and
policies, (ii) such opportunity is of a character which could be taken by such
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Advisee, and (iii) the Advisee has the financial resources to take advantage of
such opportunity.
(b) To the extent that an Affiliated Program with similar
investment objectives to those of an Advisee have funds available for investment
at the same time as the Advisee, and/or an investment is potentially suitable
for more than one such entity, the Advisor and its Affiliates shall review the
investment portfolio of each such entity and shall make the decision as to which
such entity, will acquire the investment on the basis of such factors as it
deems reasonable in light of each entity's then current situation, including,
without limitation, the effect of the acquisition on each such entity's
portfolio and objectives, the amount of funds available and the then length of
time such funds have been available for investment, and the cash requirements of
each such entity. If funds should be available to two or more Affiliated
Programs to purchase a given investment and the other factors enumerated above
have been evaluated and deemed equally applicable to each entity, then the
Advisor or its Affiliates will acquire such investment for the Affiliated
Programs on a basis of rotation with the initial order of priority determined by
the dates of formation of the entities.
17 Term; Termination of Agreement. This Agreement shall continue
in force and shall not be terminable by the Advisees for a period of four years
from the date hereof (the "Initial Term") and thereafter it may be renewed by
the Advisees from year to year, subject to the approval of a majority of the
Board of Directors. Notice of renewal shall be given in writing by the Advisees
to the Advisor not less than 60 days before the expiration of this Agreement or
of any extension thereof.
Notwithstanding any other provision to the contrary, this Agreement
shall be terminable (i) with or without Cause by the Advisor at any time (ii)
with or without Cause by a majority of the Independent Directors after the
expiration of the Initial Term; or (iii) for Cause by a majority of the
Independent Directors at any time, each without penalty, and each upon 60 days'
prior written notice prior to the non-terminating party.
In the event of the termination of this Agreement, the Advisor will
cooperate with the Advisees and take all reasonable steps requested to assist
the Advisees in making an orderly transition of the advisory function.
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18 Restrictions on Company's Right to Dissolve. (a) The Company
shall not dissolve and liquidate prior to the expiration of the Initial Term
except upon a recommendation of the Advisor and the Majority Vote of the
stockholders of the Company. After the expiration of the Initial Term, the vote
of the holders of 66_% of the Company's then outstanding shares of Common Stock
shall be required to approve a dissolution and liquidation of the Company that
is not recommended by the Advisor and the Majority Vote of the stockholders of
the Company shall be required to approve a liquidation of the Company
recommended by the Advisor.
(b) With respect to the OP, the Company, as the general partner of
the OP, shall not cause the OP to liquidate or dissolve unless (i) the Company
is also permitted to do so pursuant to Section 18(a) or (ii) it is part of a
reorganization, recapitalization or other similar transaction in which the
Company (or its successor) shall continue to exist but the OP or its respective
assets are merged into, or consolidated with, those of the Company (or its
successor).
(c) If for any reason, whether prior to or after the expiration of
the Initial Term, this Agreement is terminated in accordance with its terms, the
restrictions on the Advisees' right to dissolve and liquidate set forth in this
Article 18 shall terminate.
19 Amendments. This Agreement shall not be changed, modified,
terminated or discharged in whole or in part except by an instrument in writing
signed by all parties hereto, or their respective successors or permitted
assigns, or otherwise as provided herein.
20 Assignment. This Agreement may not be assigned by the Advisor
without the written consent of the Advisees, except to an Affiliate of the
Advisor. Any assignee of the Advisor shall be bound hereunder to the same extent
as the Advisor. This Agreement shall not be assigned by any Advisee without the
written consent of the Advisor, except to a corporation, association, trust or
other organization which is a successor to such Advisee. Such successor shall be
bound hereunder to the same extent as such Advisee. Notwithstanding anything to
the contrary contained herein, the economic rights of the Advisor hereunder,
including the right to receive all compensation hereunder, may be sold,
transferred or assigned by the Advisor without the consent of the Advisees.
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21 Action Upon Termination. From and after the effective date of
termination of this Agreement, pursuant to Section 17 hereof, the Advisor shall
not be entitled to compensation for further service rendered hereunder but shall
be paid all compensation and reimbursed for all expenses accrued through the
date of termination. The Advisor shall forthwith upon such termination:
(a) pay over to the Advisees all moneys collected and held for the
account of such Advisees pursuant to this Agreement, after deducting any accrued
compensation and reimbursement for its expenses to which it is then entitled;
(b) deliver to the Advisees a full accounting, including a
statement showing all payments collected by it and a statement of all moneys
held by it, covering the period following the date of the last accounting
furnished to the Advisees; and
(c) deliver to the Advisees all property and documents of the
Advisees then in the custody of the Advisor.
22 Incorporation of the Charter and the Partnership Agreement. To
the extent the Charter or the Partnership Agreement impose obligations or
restrictions on the Advisor or grant the Advisor certain rights which are not
set forth in this Agreement, the Advisor shall abide by such obligations or
restrictions and such rights shall inure to the benefit of the Advisor with the
same force and effect as if they were set forth herein.
23 Standard of Care. The Advisor assumes no responsibility under
this Agreement other than to render the services called for hereunder in good
faith, and shall not be responsible for any action of the Advisees in following
or declining to follow any advice or recommendations of the Advisor. Neither the
Advisor nor its directors, officers, partners, members, and employees shall be
liable to the Advisees, or to the stockholders, partners or directors of the
Advisees, as the case may be, or to any successor or assignee of the Advisees,
except by reason of acts constituting bad faith, gross negligence or reckless
disregard of their duties. This shall in no way affect the standard for
indemnification but shall only constitute a standard of liability. The duties to
be performed by the Advisor pursuant to this Agreement may be performed by it or
by officers, members or directors or by Affiliates of the foregoing under the
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direction of the Advisor or delegated to unaffiliated third parties under its
direction.
(b) The Advisor shall look solely to the assets of the Advisees
for satisfaction of all claims against the Advisees, and in no event shall any
stockholder, partner or director of the Advisees, as the case may be, have any
personal liability for the obligations of the Advisees under this Agreement.
24 Indemnification of Advisor. (a) The Advisees shall indemnify
the Advisor and its Affiliates for any loss arising out of any of their acts or
omissions in connection with this Agreement; provided that (i) the Board of
Directors must have determined, in good faith, that such course of conduct was
in the best interests of an Advisee and did not constitute negligence or
misconduct by the Advisor or its Affiliates; (ii) such conduct was within the
scope of authority of the Advisor; and (iii) any such indemnification shall be
recoverable only from the assets of the Advisees and not from the assets of the
stockholders, partners or directors of the Advisees, as the case may be.
Notwithstanding the foregoing, the Advisor or its Affiliates shall not be
indemnified for any liability, loss or damage incurred by the Advisor or its
Affiliates in connection with any claim or settlement involving allegations that
federal or state securities laws were violated by the Advisor or its Affiliates
unless: (a) the Advisor or its Affiliates seeking indemnification are successful
in defending such action on the merits of each count involving securities law
violations; or (b) such claims have been dismissed with prejudice on the merits
by a court of competent jurisdiction; or (c) a court of competent jurisdiction
approves a settlement of the claims against the Advisor or its Affiliates
seeking indemnification involving securities law violations and finds that
indemnification of the settlement and related costs should be made; or (d)
indemnification is specifically approved by a court of competent jurisdiction in
each such case.
25 Notices. Any notice, report or other communication required or
permitted to be given hereunder shall be in writing, and shall be given by
delivering such notice by hand or by certified mail, return receipt requested,
postage pre-paid, at the following addresses of the parties hereto:
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Advisees:
The Company:
625 Madison Avenue
New York, New York 10022
Att: Stuart J. Boesky
Executive Vice President and Chief
Operating Officer
with a copy to:
Michael Orbison, Esq.
625 Madison Avenue
New York, New York 10022
The OP
625 Madison Avenue
New York, New York 10022
with a copy to:
Michael Orbison, Esq.
625 Madison Avenue
New York, New York 10022
Advisor:
Related Aegis, Inc.
625 Madison Avenue
New York, New York 10022
Att: Stuart J. Boesky,
Executive Vice President
with a copy to:
Michael Orbison, Esq.
625 Madison Avenue
New York, New York 10022
Any party may at any time change its address for the purpose of this
Section 25 by like notice.
26 Headings. The section headings herein have been inserted for
convenience of reference only and shall not be
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construed to affect the meaning, construction or effect of this Agreement.
27 Governing Law. The provisions of this Agreement shall be
construed and interpreted in accordance with the laws of the State of New York
as at the time in effect.
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IN WITNESS WHEREOF, the undersigned have caused this agreement to be
signed as of the day and year first above written.
AEGIS REALTY, INC.
By:
-----------------------------------
Stuart J. Boesky
Executive Vice President and
Chief Operating Officer
AEGIS REALTY OPERATING PARTNERSHIP, LP
By: AEGIS REALTY, INC., its
General Partner
By:
-----------------------------------
Stuart J. Boesky
Executive Vice President and
Chief Operating Officer
RELATED AEGIS LP
By: RELATED AEGIS, INC., its
General Partner
By:
-----------------------------------
J. Michael Fried
President