Common use of Appointment of Manager Clause in Contracts

Appointment of Manager. For and in consideration of the compensation hereinafter provided, Manager shall, and the Owner hereby grants to Manager the right to manage the Projects and Debt Investments, and to supervise and direct the leasing, management and operation of the Projects. Such engagement shall not commence with respect to any particular Project or Debt Investment until Owner, in its sole discretion, has the ability to appoint or hire the Manager. Further, Owner may elect to exclude any Project or Debt Investment from the terms of this Agreement upon written notice to Manager delivered by Owner within ten (10) days following the later of (i) Owner’s acquisition of a direct or indirect equity interest in such Project or Debt Investment or (ii) the date on which Owner, in its sole discretion, has the ability to appoint or hire the Manager with respect to such Project or Debt Investment. Owner has the right to include any previously excluded Project or Debt Investment ten (10) days following delivery of written notice from Owner to Manager. Manager hereby accepts such appointment on the terms and conditions hereinafter set forth. All services performed by Manager under this Agreement shall be performed as an independent contractor of the Owner. All obligations or expenses incurred hereunder, for the benefit of the Projects and all purchases of or contracts for sales or services in bulk or volume that Manager may obtain for discount or convenience in connection with its operation of other apartment projects, shall be for the account of, on behalf of, and at the expense of the Owner (reasonably allocated between all benefited Projects) except as otherwise specifically provided herein. The Owner shall not be obligated to reimburse Manager for expenses for: (i) office equipment or office supplies of Manager (unless incurred solely for the Projects or Debt Investments), (ii) any overhead expenses of Manager incurred with respect to any offices located at any place other than on the Projects, (iii) costs relating to accounting services performed hereunder, (iv) any salaries of employees of Manager not accounted for in the approved Budget and its supporting payroll schedule, or (v) any travel expenses of employees of Manager in supervising the on-site Project Personnel and the operation of the Projects, unless approved in advance in writing by the Owner.

Appointment of Manager. For Owner hereby appoints Manager during the term hereof as the exclusive rental manager for the Residence and in consideration Manager hereby accepts said appointment and undertakes to perform all of the compensation hereinafter providedservices and responsibilities set forth herein in such capacity and to comply with all provisions of this Agreement. Manager’s performance hereunder shall be as an agent and independent contractor and not as an employee of Owner. Manager’s agency shall not be deemed to be coupled with an interest in or to the Residence. Owner shall not employ or permit any other person or entity to engage in the procurement of Rental Guests or the management of the reservation process, nor shall Owner act as a rental manager for the Residence or provide similar services for the Residence or any other owner of a residence in the Project. Manager shallshall make Owner’s Residence available for rent pursuant to the provisions of this Agreement. Owner acknowledges that (a) Manager will be performing similar services for other owners of residences in the Project; (b) no inducements or representations of any kind have been made directly or indirectly to Owner by or on behalf of any operator of the Project, its agents or employees, as to any tax or other economic benefits or implications which may or may not be realized from owning and/or leasing the Residence as part of the rental program; (c) Owner has not been required to place the residence in the rental program or to retain Manager or any other designee of Project to rent the Residence to third parties, and Owner recognizes that it may choose or to not lease the Owner hereby grants to Manager the right to manage the Projects and Debt InvestmentsResidence at all; (d) neither Manager, and to supervise and direct the leasing, management and operation nor any of its agents or employees (including any operator of the Projects. Such engagement shall not commence Project) makes, or has made, any guarantees or representations regarding rental income with respect to the rental of the Residence and/or participation in the rental program; (e) to the extent any particular sales agent, Manager or representative of Project has made, suggested or Debt Investment until Owner, in its sole discretion, has the ability to appoint or hire the Manager. Further, Owner may elect to exclude any Project or Debt Investment from the terms of this Agreement upon written notice to Manager delivered by Owner within ten (10) days following the later of (i) Owner’s acquisition of a direct or indirect equity interest in such Project or Debt Investment or (ii) the date on which Owner, in its sole discretion, has the ability to appoint or hire the Manager permitted an inference with respect to such Project to, or Debt Investment. Owner has the right to include implied any previously excluded Project projection of, rate, occupancy, profit or Debt Investment ten (10) days following delivery of written notice from Owner to Manager. Manager hereby accepts such appointment on the terms and conditions hereinafter set forth. All services performed by Manager under this Agreement shall be performed as an independent contractor of the Owner. All obligations or expenses incurred hereunder, for the benefit of the Projects and all purchases of or contracts for sales or services in bulk or volume that Manager may obtain for discount or convenience loss in connection with its operation the rental program, such information does not constitute a representation of Manager or any operator of the Project or any other apartment projectsdesignee of Manager or Project and has not been relied on, shall or considered, by Owner in making the decision to enter into this Agreement; (f) revenues received from the residence’s participation in the rental program will be for recorded separately in the account of, on behalf ofaccounts of the rental program and not as pooled, and at the expense each owner of the Owner (reasonably allocated between all benefited Projects) except as otherwise specifically provided herein. The Owner shall not be obligated to reimburse Manager for expenses for: (i) office equipment or office supplies of Manager (unless incurred solely for the Projects or Debt Investments), (ii) any overhead expenses of Manager incurred with respect to any offices located at any place other than on the Projects, (iii) costs relating to accounting services performed hereunder, (iv) any salaries of employees of Manager not accounted for a residence in the approved Budget rental program will receive income attributable to the actual rental of his or her residence as set forth in this Agreement; and its supporting payroll schedule(g) Owner has been advised to consult with tax and legal advisors of his or her own choosing regarding the legal and tax obligations, or (v) any travel expenses benefits and risks of employees of Manager participation in supervising the on-site Project Personnel and the operation of the Projects, unless approved in advance in writing by the Ownerrental program.

Appointment of Manager. For Subject to the direction and control of the Board, the Investment Manager has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Investment Management Agreement with respect to the Fund(s). Subject to the direction and control of the Board and the Investment Manager, the Sub-Adviser has been appointed to manage the investment and reinvestment of a certain portion of the assets of the Fund(s) and to provide the management and related services specified in the Sub-Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Investment Manager. Subject to the direction and control of the Board, the Investment Manager and the Sub-Adviser, and with the oversight of the Investment Manager and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Investment Manager or the Sub-Adviser and communicated to the Manager (the “Manager Portion”) and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Investment Manager or the Sub-Adviser and in consideration accordance with the investment strategies disclosed in the current prospectus and statement of additional information of the compensation hereinafter providedFund. Without limiting the generality of the foregoing, the Board, the Investment Manager shallor the Sub-Adviser may direct the Manager’s provision of management services with respect to the Manager Portion by delivering investment guidelines, investment policies and investment restrictions (as amended from time to time with reasonable prior notice to the Manager, the “Investment Guidelines”), and the Owner hereby grants to Manager the right to shall manage the Projects investment and Debt Investments, and to supervise and direct the leasing, management and operation reinvestment of the ProjectsManager Portion in accordance with the Investment Guidelines. Such engagement shall not commence with respect The investment authority granted to any particular Project or Debt Investment until Owner, in its sole discretion, has the ability to appoint or hire the Manager. Further, Owner may elect to exclude any Project or Debt Investment from the terms of this Agreement upon written notice to Manager delivered by Owner within ten (10) days following the later of (i) Owner’s acquisition of a direct or indirect equity interest in such Project or Debt Investment or (ii) the date on which Owner, in its sole discretion, has the ability to appoint or hire the Manager with respect to such Project or Debt Investment. Owner has the right Manager Portion shall include only the authority to include any previously excluded Project or Debt Investment ten (10make investment decisions with regard to the investment, reinvestment and disposition of assets held by the Fund(s) days following delivery of written notice from Owner in the Manager Portion and to Manager. Manager hereby accepts such appointment on exercise whatever powers the terms and conditions hereinafter set forth. All services performed by Manager under this Agreement shall be performed as an independent contractor of the Owner. All obligations or expenses incurred hereunder, for the benefit of the Projects and all purchases of or contracts for sales or services in bulk or volume that Manager Trust may obtain for discount or convenience in connection with its operation of other apartment projects, shall be for the account of, on behalf of, and at the expense of the Owner (reasonably allocated between all benefited Projects) except as otherwise specifically provided herein. The Owner shall not be obligated to reimburse Manager for expenses for: (i) office equipment or office supplies of Manager (unless incurred solely for the Projects or Debt Investments), (ii) any overhead expenses of Manager incurred possess with respect to any offices located at any place other than on of the Projects, (iii) costs relating to accounting services performed hereunder, (iv) any salaries of employees of Manager not accounted for assets in the approved Budget Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and its supporting payroll scheduleto tender securities pursuant to a tender offer. To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Investment Manager or the Sub-Adviser, such communications or (v) any travel expenses of employees of instruction, unless otherwise specified, shall be deemed to have been made by both the Investment Manager in supervising the on-site Project Personnel and the operation Sub-Adviser. To the extent that any communication directing the provision of management services with respect to the Projects, unless approved in advance in writing Manager Portion are made or delivered to the Manager pursuant to this Agreement by the OwnerTrust, such communications or instruction shall supersede any communications or instruction provided by the Investment Manager or the Sub-Adviser regarding the same matter.

Appointment of Manager. For and in consideration of the compensation hereinafter provided, Manager shall, and the Owner hereby grants to Manager the right to manage the Projects and Debt InvestmentsAssets, and to supervise and direct the leasing, management and operation of the Projects. Such engagement shall not commence with respect to any particular Project or Debt Investment Asset until Ownerthe Owner which owns such Asset, in its sole discretion, has the ability to appoint or hire the Manager. Further, Owner may elect to exclude any Project or Debt Investment Asset from the terms of this Agreement upon written notice to Manager delivered by Owner within ten (10) days following the later of (i) Owner’s acquisition of a direct or indirect equity interest in such Project or Debt Investment Asset or (ii) the date on which Owner, in its sole discretion, has the ability to appoint or hire the Manager with respect to such Project or Debt InvestmentAsset. Owner has the right to include any previously excluded Project or Debt Investment Asset ten (10) days following delivery of written notice from Owner to Manager. Manager hereby accepts such appointment on the terms and conditions hereinafter set forth. All services performed by Manager under this Agreement shall be performed as an independent contractor of the Owner. All obligations or expenses incurred hereunder, for the benefit of the Projects and all purchases of or contracts for sales or services in bulk or volume that Manager may obtain for discount or convenience in connection with its operation of other apartment projects, shall be for the account of, on behalf of, and at the expense of the Owner (reasonably allocated between all benefited Projects) except as otherwise specifically provided herein. The Owner shall not be obligated to reimburse Manager for expenses for: (i) office equipment or office supplies of Manager (unless incurred solely for the Projects or Debt InvestmentsAssets), (ii) any overhead expenses of Manager incurred with respect to any offices located at any place other than on the Projects, (iii) costs relating to accounting services performed hereunder, (iv) any salaries of employees of Manager not accounted for in the approved Budget and its supporting payroll schedule, or (v) any travel expenses of employees of Manager in supervising the on-site Project Personnel and the operation of the Projects, unless approved in advance in writing by the Owner. Manager shall have the right to subcontract out some or all of the services that it performs hereunder with respect to any or all of the Assets. In the event that Manager subcontracts out services or if an Owner engages a property manager not affiliated with Manager, Manager shall be entitled to receive the Management Fee for its oversight of such manager, and the amount payable to such third party manager or any subcontracted manager shall be paid out of the Management Fee paid to Manager.

Appointment of Manager. For During the term of this Agreement, Manager agrees, for and in consideration of the compensation hereinafter provided, Manager shallprovided in Section 1.02, and the Owner hereby grants to Manager the right to manage the Projects sole and Debt Investmentsexclusive right, and to supervise and direct the leasing, management management, repair, maintenance and operation of the Projects. Such engagement shall not commence with respect to any particular Project or Debt Investment until Owner, in its sole discretion, has as per the ability to appoint or hire the Manager. Further, Owner may elect to exclude any Project or Debt Investment from the terms of this Agreement upon written notice to Manager delivered by Owner within ten (10) days following the later of (i) Owner’s acquisition of a direct or indirect equity interest in such Project or Debt Investment or (ii) the date on which Owner, in its sole discretion, has the ability to appoint or hire the Manager with respect to such Project or Debt Investment. Owner has the right to include any previously excluded Project or Debt Investment ten (10) days following delivery of written notice from Owner to Manager. Manager hereby accepts such appointment on the terms and conditions hereinafter set forthauthority granted herein. All services performed by Manager under this Agreement shall be performed done as an independent contractor of the Owner. All obligations or expenses incurred hereunder, including the pro rata portion used in connection with, or for the benefit of the Projects and Project for all purchases of or contracts for purchases, contracts, sales or services in bulk or volume that which Manager may obtain for discount or convenience in connection with its operation of other apartment projects, thereof shall be for the account of, on behalf of, and at the expense of the of, Owner (reasonably allocated between all benefited Projects) except as otherwise specifically provided hereinprovided. Owner shall designate up to two people to serve as Owner’s representative (“Owner’s Representative”) in all dealings with Manager hereunder. Whenever the approval, consent, or other action of Owner is called hereunder, such approval, consent or action shall be binding on Owner if specified in writing via email, facsimile, or written correspondence and approved by Owner’s Representative. The initial Owner’s Representative is Lxxxxxxx Xxxxxxx. Manager shall be entitled to rely on all instruction of the Owner’s Representative pending further notification by Owner. The Owner’s Representative may be changed at the discretion of Owner. All obligations or expenses incurred hereunder, including the pro rata portion used in connection with, or for the benefit of, the Project for all purchases, contracts, sales or services in bulk or volume which Manager may obtain for discount or convenience in connection thereof shall be for the account of, on behalf of, and at the expense of, Owner except as otherwise specifically provided. Owner shall not be obligated to reimburse Manager for expenses for: (i) office equipment or office supplies of Manager (unless incurred solely for the Projects or Debt Investments), (ii) any overhead all reasonable customary expenses of Manager incurred with respect to any offices located at any place other than on specifically for the ProjectsProject, (iii) costs relating to accounting services performed hereunder, (iv) any salaries of employees of Manager not accounted for which were authorized in the Budget or otherwise approved Budget and its supporting payroll schedule, or (v) any travel expenses of employees of Manager in supervising the on-site Project Personnel and the operation of the Projects, unless approved in advance in writing by the Owner.

Appointment of Manager. For During the term of this Agreement, Manager agrees, for and in consideration of the compensation hereinafter providedprovided in Article IV, Manager shall, in accordance with this Agreement and the Owner hereby grants Hotel Standards, as an agent of the Association and at the Association’s sole cost and expense, to Manager supervise, direct and provide for the right to manage the Projects and Debt Investments, and to supervise and direct the leasingmaintenance, management and operation of the Projects. Such engagement shall not commence Common Areas and the administration and management of the Association and of its obligations as set forth in the Articles of Association, the Declaration and the Residential Services Agreement or the Hotel Easement Agreement, as applicable, (including, without limitation [a] performance of the Declarant Delegated Functions to the Association with respect to the Easement Parcel to the extent any particular Project or Debt Investment such functions are delegated to the Association pursuant to Section 6.11 of the Declaration, which Declarant Delegated Functions shall initially and until Ownerotherwise notified by the Association and/or Declarant include Declarant’s Easement Parcel rights, obligations and remedies under Section 6.11(a) through (g) of the Declaration, but in its sole discretionall events excluding all rights, has the ability to appoint or hire the Manager. Further, Owner may elect to exclude any Project or Debt Investment from the terms of this Agreement upon written notice to Manager delivered by Owner within ten (10) days following the later of (i) Owner’s acquisition of a direct or indirect equity interest in such Project or Debt Investment or (ii) the date on which Owner, in its sole discretion, has the ability to appoint or hire the Manager obligations and remedies with respect to the initial construction and development of Improvements within the Easement Parcel), and [b] until such Project or Debt Investment. Owner has time as otherwise notified by the right to include any previously excluded Project or Debt Investment ten (10) days following delivery of written notice Hotel Owner, levying and collecting from Owner to Manager. Manager hereby accepts such appointment Owners the Hotel Assessments and related Special Assessments as directed by the Hotel Owner, on the terms behalf and conditions hereinafter set forth. All services performed by Manager under this Agreement shall be performed as an independent contractor of the Owner. All obligations or expenses incurred hereunder, for the benefit of the Projects Hotel Owner, and remitting same to Hotel Owner along with an accounting of the amounts being remitted and indicating the amount and status of each Owner’s payment regarding same, in accordance with the Declaration) (collectively, the “Association Management”; the Common Areas along with the Easement Parcel to the extent applicable as to Declarant Delegated Functions, are hereinafter referred to as the “Property”). The Association hereby grants Manager the sole and exclusive right to perform the Association Management. Manager will use commercially reasonable efforts to perform the Association Management in accordance with the Hotel Standards and will consult with the Association, through the Board, and keep the Board advised as to all purchases major policy matters affecting the Association Management. Manager will make no major policy changes not reflected in the Budget without the prior approval of or contracts for sales or services the Association (but as to matters relating to the Declarant Delegated functions and/or the Hotel Assessments, only the prior approval of the Declarant and/or the Hotel Owner, as applicable, shall be required); provided, however, that Manager shall have all reasonable discretion, subject to the terms of this Agreement, with respect to the Association Management. Notwithstanding any other provision in bulk or volume this Agreement, the Association recognizes that Manager may obtain for discount or convenience in connection with its operation of other apartment projects, shall be for the account of, on behalf of, and at the expense of the Owner (reasonably allocated between all benefited Projects) except as otherwise specifically provided herein. The Owner shall not be obligated able, despite its reasonable efforts, to reimburse Manager for expenses for: perform the Association Management in conformity with the Hotel Standards and provisions of this Agreement (i) office equipment or office supplies of Manager (unless incurred solely for to the Projects or Debt Investments)extent it may be prevented therefrom by any Force Majeure Event, (ii) to the extent of any overhead expenses breach by the Association or the Board of Manager incurred with respect to any offices located at any place other than on the Projectstheir obligations under this Agreement, or (iii) costs relating to accounting services performed hereunder, (iv) any salaries the extent of employees expenditures not included in an approved Budget or of Manager not accounted for insufficient funds in the approved Budget Bank Accounts (as defined in Section 2.2(a)(iv)) or otherwise. The foregoing shall be a qualification to all of Manager’s duties and its supporting payroll schedule, or (v) any travel expenses of employees of Manager in supervising the on-site Project Personnel and the operation of the Projects, unless approved in advance in writing by the Ownerobligations under this Agreement.

Appointment of Manager. For During the term of this Agreement, Manager agrees, for and in consideration of the compensation hereinafter provided, Manager shallprovided in Section 1.02, and the Owner hereby grants to Manager the right to manage the Projects sole and Debt Investmentsexclusive right, and to supervise and direct the leasing, management management, repair, maintenance and operation of the Projects. Such engagement shall not commence with respect to any particular Project or Debt Investment until Owner, in its sole discretion, has as per the ability to appoint or hire the Manager. Further, Owner may elect to exclude any Project or Debt Investment from the terms of this Agreement upon written notice to Manager delivered by Owner within ten (10) days following the later of (i) Owner’s acquisition of a direct or indirect equity interest in such Project or Debt Investment or (ii) the date on which Owner, in its sole discretion, has the ability to appoint or hire the Manager with respect to such Project or Debt Investment. Owner has the right to include any previously excluded Project or Debt Investment ten (10) days following delivery of written notice from Owner to Manager. Manager hereby accepts such appointment on the terms and conditions hereinafter set forthauthority granted herein. All services performed by Manager under this Agreement shall be performed done as an independent contractor of the Owner. All obligations or expenses incurred hereunder, including the pro rata portion used in connection with, or for the benefit of the Projects and Project for all purchases of or contracts for purchases, contracts, sales or services in bulk or volume that which Manager may obtain for discount or convenience in connection with its operation of other apartment projects, thereof shall be for the account of, on behalf of, and at the expense of the of, Owner (reasonably allocated between all benefited Projects) except as otherwise specifically provided hereinprovided. The Owner shall not be obligated to reimburse Manager for expenses for: (i) office equipment or office supplies of Manager (unless incurred solely for the Projects or Debt Investments), (ii) any overhead all expenses of Manager incurred specifically for the Project. Owner shall designate up to three people, to include a representatives from accounting and asset management to serve as Owner's representative (''Owner's Representative") in all dealings with respect to any offices located at any place Manager hereunder. Whenever the approval, consent, or other than on the Projects, (iii) costs relating to accounting services performed action of Owner is called hereunder, (iv) any salaries such approval, consent or action shall be binding on Owner if specified in writing via email, facsimile, or written correspondence and approved by Owner's Representative. The initial Owner's Representative is Laxxxxxx Xxxxxxx. Manager shall be entitled to rely on all instruction of employees the Owner's representative pending further notification by Owner. The Owner's Representative may be changed at the discretion of Owner All obligations or expenses incurred hereunder, including the pro rata portion used in connection with, or for the benefit of the Project for all purchases, contracts, sales or services in bulk or volume which Manager may obtain for discount or convenience in connection thereof shall be for the account of, on behalf of, and at the expense of, Owner except as otherwise specifically provided. Owner shall be obligated to reimburse Manager for all reasonable customary expenses of Manager not accounted incurred specifically for the Project, which were authorized in the Budget or otherwise approved Budget and its supporting payroll schedule, or (v) any travel expenses of employees of Manager in supervising the on-site Project Personnel and the operation of the Projects, unless approved in advance in writing by the Owner.

Appointment of Manager. For and in consideration of the compensation hereinafter provided, Manager shall, and the Owner hereby grants to Manager the right to manage the Projects and Debt Investments, and to supervise and direct the leasing, management and operation of the Projects. Such engagement shall not commence with respect to any particular Project or Debt Investment until Owner, in its sole discretion, has the ability to appoint or hire the Manager. Further, Owner may elect to exclude any Project or Debt Investment from the terms of this Agreement upon written notice to Manager delivered by Owner within ten (10) days following the later of (i) Owner’s acquisition of a direct or indirect equity interest in such Project or Debt Investment or (ii) the date on which Owner, in its sole discretion, has the ability to appoint or hire the Manager with respect to such Project or Debt Investment. Owner has the right to include any previously excluded Project or Debt Investment ten (10) days following delivery of written notice from Owner to Manager. Manager hereby accepts such appointment on the terms and conditions hereinafter set forth. All services performed by Manager under this Agreement shall be performed as an independent contractor of the Owner. All obligations or expenses incurred hereunder, for the benefit of the Projects and all purchases of or contracts for sales or services in bulk or volume that Manager may obtain for discount or convenience in connection with its operation of other apartment office projects, shall be for the account of, on behalf of, and at the expense of the Owner (reasonably allocated between all benefited Projects) except as otherwise specifically provided herein. The Unless approved in advance by the Owner, the Owner shall not be obligated to reimburse Manager for expenses for: (i) office equipment or office supplies of Manager (unless incurred solely for the Projects or Debt Investments), (ii) any overhead expenses of Manager incurred with respect to any offices located at any place other than on the Projects, (iii) costs relating to accounting services performed hereunder, (iv) any salaries of employees of Manager not accounted for in the approved Budget and its supporting payroll schedule, or (v) any travel expenses of employees of Manager in supervising the on-site Project Personnel and the operation of the Projects, unless approved in advance in writing by the Owner.

Appointment of Manager. For Owner hereby appoints Manager during the term hereof as the exclusive rental manager for the Residence and in consideration Manager xxxxxx accepts said appointment and undertakes to perform all of the compensation hereinafter providedservices and responsibilities set forth herein in such capacity and to comply with all provisions of this Agreement. Manager’s performance hereunder shall be as an agent and independent contractor and not as an employee of Owner. Manager’s agency shall not be deemed to be coupled with an interest in or to the Residence. Owner shall not employ or permit any other person or entity to engage in the procurement of Rental Guests or the management of the reservation process, nor shall Owner act as a rental manager for the Residence or provide similar services for the Residence or any other owner of a residence in the Project. Manager shallshall make Owner’s Residence available for rent pursuant to the provisions of this Agreement. Owner acknowledges that (a) Manager will be performing similar services for other owners of residences in the Project; (b) no inducements or representations of any kind have been made directly or indirectly to Owner by or on behalf of any operator of the Project, its agents or employees, as to any tax or other economic benefits or implications which may or may not be realized from owning and/or leasing the Residence as part of the rental program; (c) Owner has not been required to place the residence in the rental program or to retain Manager or any other designee of Project to rent the Residence to third parties, and Owner recognizes that it may choose or to not lease the Owner hereby grants to Manager the right to manage the Projects and Debt InvestmentsResidence at all; (d) neither Manager, and to supervise and direct the leasing, management and operation nor any of its agents or employees (including any operator of the Projects. Such engagement shall not commence Project) makes, or has made, any guarantees or representations regarding rental income with respect to the rental of the Residence and/or participation in the rental program; (e) to the extent any particular sales agent, Manager or representative of Project has made, suggested or Debt Investment until Owner, in its sole discretion, has the ability to appoint or hire the Manager. Further, Owner may elect to exclude any Project or Debt Investment from the terms of this Agreement upon written notice to Manager delivered by Owner within ten (10) days following the later of (i) Owner’s acquisition of a direct or indirect equity interest in such Project or Debt Investment or (ii) the date on which Owner, in its sole discretion, has the ability to appoint or hire the Manager permitted an inference with respect to such Project to, or Debt Investment. Owner has the right to include implied any previously excluded Project projection of, rate, occupancy, profit or Debt Investment ten (10) days following delivery of written notice from Owner to Manager. Manager hereby accepts such appointment on the terms and conditions hereinafter set forth. All services performed by Manager under this Agreement shall be performed as an independent contractor of the Owner. All obligations or expenses incurred hereunder, for the benefit of the Projects and all purchases of or contracts for sales or services in bulk or volume that Manager may obtain for discount or convenience loss in connection with its operation the rental program, such information does not constitute a representation of Manager or any operator of the Project or any other apartment projectsdesignee of Manager or Project and has not been relied on, shall or considered, by Owner in making the decision to enter into this Agreement; (f) revenues received from the residence’s participation in the rental program will be for recorded separately in the account of, on behalf ofaccounts of the rental program and not as pooled, and at the expense each owner of the Owner (reasonably allocated between all benefited Projects) except as otherwise specifically provided herein. The Owner shall not be obligated to reimburse Manager for expenses for: (i) office equipment or office supplies of Manager (unless incurred solely for the Projects or Debt Investments), (ii) any overhead expenses of Manager incurred with respect to any offices located at any place other than on the Projects, (iii) costs relating to accounting services performed hereunder, (iv) any salaries of employees of Manager not accounted for a residence in the approved Budget rental program will receive income attributable to the actual rental of his or her residence as set forth in this Agreement; and its supporting payroll schedule(g) Owner has been advised to consult with tax and legal advisors of his or her own choosing regarding the legal and tax obligations, or (v) any travel expenses benefits and risks of employees of Manager participation in supervising the on-site Project Personnel and the operation of the Projects, unless approved in advance in writing by the Ownerrental program.

Appointment of Manager. For Owner hereby appoints Manager during the term hereof as the exclusive rental manager for the Residence and in consideration Manager hereby accepts said appointment and undertakes to perform all of the compensation hereinafter providedservices and responsibilities set forth herein in such capacity and to comply with all provisions of this Agreement. Manager’s performance hereunder shall be as an agent and independent contractor and not as an employee of Owner. Manager’s agency shall not be deemed to be coupled with an interest in or to the Residence. Owner shall not employ or permit any other person or entity to engage in the procurement of Rental Guests or the management of the reservation process, nor shall Owner act as a rental manager for the Residence or provide similar services for the Residence or any other owner of a residence in the Project. Manager shallshall make Owner’s Residence available for rent pursuant to the provisions of this Agreement. Owner acknowledges that (a) Manager will be performing similar services for other owners of residences in the Project; (b) no inducements or representations of any kind have been made directly or indirectly to Owner by or on behalf of any operator of the Project, its agents or employees, as to any tax or other economic benefits or implications which may or may not be realized from owning and/or leasing the Residence as part of the rental program; (c) Owner has not been required to place the residence in the rental program or to retain Manager or any other designee of Project to rent the Residence to third parties, and Owner recognizes that it may choose or to not lease the Owner hereby grants to Manager the right to manage the Projects and Debt InvestmentsResidence at all; (d) neither Manger, and to supervise and direct the leasing, management and operation nor any of its agents or employees (including any operator of the Projects. Such engagement shall not commence Project) makes, or has made, any guarantees or representations regarding rental income with respect to the rental of the Residence and/or participation in the rental program; (e) to the extent any particular sales agent, Manager or representative of Project has made, suggested or Debt Investment until Owner, in its sole discretion, has the ability to appoint or hire the Manager. Further, Owner may elect to exclude any Project or Debt Investment from the terms of this Agreement upon written notice to Manager delivered by Owner within ten (10) days following the later of (i) Owner’s acquisition of a direct or indirect equity interest in such Project or Debt Investment or (ii) the date on which Owner, in its sole discretion, has the ability to appoint or hire the Manager permitted an inference with respect to such Project to, or Debt Investment. Owner has the right to include implied any previously excluded Project projection of, rate, occupancy, profit or Debt Investment ten (10) days following delivery of written notice from Owner to Manager. Manager hereby accepts such appointment on the terms and conditions hereinafter set forth. All services performed by Manager under this Agreement shall be performed as an independent contractor of the Owner. All obligations or expenses incurred hereunder, for the benefit of the Projects and all purchases of or contracts for sales or services in bulk or volume that Manager may obtain for discount or convenience loss in connection with its operation the rental program, such information does not constitute a representation of Manager or any operator of the Project or any other apartment projectsdesignee of Manager or Project and has not been relied on, shall or considered, by Owner in making the decision to enter into this Agreement; (f) revenues received from the residence’s participation in the rental program will be for recorded separately in the account of, on behalf ofaccounts of the rental program and not as pooled, and at the expense each owner of the Owner (reasonably allocated between all benefited Projects) except as otherwise specifically provided herein. The Owner shall not be obligated to reimburse Manager for expenses for: (i) office equipment or office supplies of Manager (unless incurred solely for the Projects or Debt Investments), (ii) any overhead expenses of Manager incurred with respect to any offices located at any place other than on the Projects, (iii) costs relating to accounting services performed hereunder, (iv) any salaries of employees of Manager not accounted for a residence in the approved Budget rental program will receive income attributable to the actual rental of his or her residence as set forth in this Agreement; and its supporting payroll schedule(g) Owner has been advised to consult with tax and legal advisors of his or her own choosing regarding the legal and tax obligations, or (v) any travel expenses benefits and risks of employees of Manager participation in supervising the on-site Project Personnel and the operation of the Projects, unless approved in advance in writing by the Ownerrental program.

Appointment of Manager. For This Agreement is effective as of the Effective Date. Manager shall, for and in consideration of the compensation hereinafter provided, Manager shallprovided in Section 3, and the Owner hereby grants to Manager the right to manage the Projects sole and Debt Investmentsexclusive right, and to supervise and direct the leasing, management management, and operation of the Projects. Such engagement shall not commence with respect Project pursuant to any particular Project or Debt Investment until Owner, in its sole discretion, has the ability to appoint or hire the Manager. Further, Owner may elect to exclude any Project or Debt Investment from the terms of this Agreement; provided, that while this Agreement upon written notice to is effective as of the Effective Date Manager’s leasing, management, and operations duties hereunder shall not commence until the Commencement Date. In no event shall Manager delivered have any responsibility in connection with the completion of the development and construction of the Project by Owner within ten (10) days following the later of (i) Owner’s acquisition of a direct or indirect equity interest in such Project or Debt Investment or (ii) the date on which Owner, in its sole discretion, has the ability to appoint or hire the Manager with respect to such Project or Debt Investment. Owner has the right to include any previously excluded Project or Debt Investment ten (10) days following delivery of written notice from Owner to Manager. Manager hereby accepts such appointment on the terms and conditions hereinafter set forth. All services performed by Manager under this Agreement shall be performed done as an independent contractor of the Owner. All obligations or expenses incurred hereunder, including the pro rata portion used in connection with, or for the benefit of the Projects and Project for all purchases of or contracts for purchases, contracts, sales or services in bulk or volume that which Manager may obtain for discount or convenience in connection with its operation of other apartment projects, thereof shall be for the account of, on behalf of, and at the expense of the of, Owner (reasonably allocated between all benefited Projects) except as otherwise specifically provided. Unless incurred for the Project in accordance with the Budget or otherwise expressly provided herein. The for herein to be reimbursed to Manager, Owner shall not be obligated to reimburse Manager for any of the following expenses forincurred by Manager in performing its services hereunder: (i) office equipment or equipment; office supplies of Manager (unless incurred solely Manager; duties performed on a supervisory level; services rendered for the Projects or Debt Investments), (ii) other apartment projects; any overhead expenses of Manager incurred with respect to any offices located at any place other than on the Projects, (iii) costs relating to its general offices; or accounting services performed hereunder, (iv) . Owner will be obligated to pay governmental license fees for the Project and pay setup and third party annual license fees for any salaries of employees of Manager not accounted for in the approved Budget and its supporting payroll schedule, or (v) any travel expenses of employees of Manager in supervising the applicable on-site Project Personnel and the operation of the Projects, unless software approved in advance in writing by the Ownerbudget.

Appointment of Manager. For During the term of this Agreement, Manager agrees, for and in consideration of the compensation hereinafter provided, Manager shallprovided in Section 1.02, and the Owner Bluerock hereby grants to Manager the right to manage the Projects sole and Debt Investmentsexclusive right, and to supervise and direct the leasing, management management, repair, maintenance and operation of the Projects. Such engagement shall not commence with respect to any particular Project or Debt Investment until Owner, in its sole discretion, has as per the ability to appoint or hire the Manager. Further, Owner may elect to exclude any Project or Debt Investment from the terms of this Agreement upon written notice to Manager delivered by Owner within ten (10) days following the later of (i) Owner’s acquisition of a direct or indirect equity interest in such Project or Debt Investment or (ii) the date on which Owner, in its sole discretion, has the ability to appoint or hire the Manager with respect to such Project or Debt Investment. Owner has the right to include any previously excluded Project or Debt Investment ten (10) days following delivery of written notice from Owner to Manager. Manager hereby accepts such appointment on the terms and conditions hereinafter set forthauthority granted herein. All services performed by Manager under this Agreement shall be performed done as an independent contractor of the OwnerBluerock. All obligations or expenses incurred hereunder, including the pro rata portion used in connection with, or for the benefit of the Projects and Project for all purchases of or contracts for purchases, contracts, sales or services in bulk or volume that which Manager may obtain for discount or convenience in connection with its operation of other apartment projects, thereof shall be for the account of, on behalf of, and at the expense of the Owner (reasonably allocated between all benefited Projects) of, Bluerock except as otherwise specifically provided hereinprovided. The Owner Bluerock shall not be obligated to reimburse Manager for expenses for: (i) office equipment or office supplies of Manager (unless incurred solely for the Projects or Debt Investments), (ii) any overhead all expenses of Manager incurred specifically for the Project. Bluerock shall designate up to three people, to include a representatives from accounting and asset management to serve as Bluerock's representative ("Bluerock's Representative") in all dealings with respect to any offices located at any place Manager hereunder. Whenever the approval, consent, or other than on the Projects, (iii) costs relating to accounting services performed action of Bluerock is called hereunder, (iv) any salaries such approval, consent or action shall be binding on Bluerock if specified in writing via email, facsimile, or written correspondence and approved by Bluerock's Representative. The initial Bluerock's Representative is Lxxxxxxx Xxxxxxx. Manager shall be entitled to rely on all instruction of employees Bluerock's representative pending further notification by Bluerock. Bluerock's Representative may be changed at the discretion of Bluerock. All obligations or expenses incurred hereunder, including the pro rata portion used in connection with, or for the benefit of the Project for all purchases, contracts, sales or services in bulk or volume which Manager may obtain for discount or convenience in connection thereof shall be for the account of, on behalf of, and at the expense of, Bluerock except as otherwise specifically provided. Bluerock shall be obligated to reimburse Manager for all reasonable customary expenses of Manager not accounted incurred specifically for the Project, which were authorized in the Budget or otherwise approved Budget and its supporting payroll schedule, or (v) any travel expenses of employees of Manager in supervising the on-site Project Personnel and the operation of the Projects, unless approved in advance in writing by the OwnerBluerock.