Common use of Management of the Company’s Affairs Clause in Contracts

Management of the Company’s Affairs. (a) Subject to the terms and conditions of this Agreement, the management of the Company shall be vested exclusively in the Person appointed from time to time hereunder as the “Manager” of the Company (the “Manager”), which Manager may, but is not required to be, a Member. Effective as of the Closing Date, the Private Owner is hereby appointed as the Manager. Subject to the terms and conditions of this Agreement, the Manager shall have full and exclusive power and discretion to, and shall, manage the business and affairs of the Company in accordance with this Agreement. The Private Owner may not resign as Manager, may not Dispose of or delegate, in whole or in part, its rights, responsibilities or duties as Manager to any other Person, and shall serve as Manager until such time as (i) the Private Owner’s LLC Interest is Disposed of in accordance with the terms of this Agreement and the transferee is admitted as a member of the Company and Successor to the Private Owner, in which case the transferee Member shall, effective upon such Disposition, be appointed as the “Manager” to the extent the Private Owner held such role immediately prior to such Disposition, (ii) the Private Owner is removed as Manager by the Initial Member and replaced in accordance with Section 3.2 or Section 12.4 below; or (iii) the Company is dissolved, and the business and affairs of the Company are wound up, in accordance with the terms of this Agreement. The Manager shall devote such time to the affairs of the Company as is necessary to manage the Company as set forth in this Agreement. Without limitation of the foregoing, the Manager shall cooperate with the Tax Matters Member in all respects as reasonably requested by the Tax Matters Member, from time to time, in connection with the Tax Matters Member’s performance of its obligations under this Agreement. Private Owner (and any Successor to Private Owner) hereby expressly acknowledges that (x) as it relates to its role as each of the Manager, this Agreement constitutes a personal services contract between the Private Owner and the Company, and (y) except as may be otherwise expressly specified herein, it shall not be entitled to any salary, fees, reimbursement of costs or expenses, or other compensation with respect to its service as Manager hereunder (including with respect to the Manager’s Loan servicing and management obligations under Article XII).

Management of the Company’s Affairs. (a) Subject to the terms and conditions of this Agreement, the management of the Company shall will be vested exclusively in the Person appointed from time to time hereunder as the “Manager” of the Company (the “Manager”), which Manager may, but is not required to beto, be a Member. Effective as of the Closing Date, the Private Owner is hereby appointed as the Manager. Subject to the terms and conditions of this Agreement, the Manager shall will have full and exclusive power and discretion to, and shallwill, manage the business and affairs of the Company in accordance with this Agreement. The Private Owner may not resign as the Manager, may not Dispose of or delegate, in whole or in part, its rights, responsibilities or duties as the Manager to any other Person, and shall will serve as Manager until such time as (i) the Private Owner’s LLC Owner Interest is Disposed of in accordance with the terms of this Agreement and the transferee is admitted as a member of the Company and Successor to the Private Owner, in which case the transferee Member shallwill, effective upon such Disposition, be appointed as the “Manager” to the extent the Private Owner held such role immediately prior to such Disposition, ; (ii) the Private Owner is removed as Manager by the Initial Member and replaced in accordance with Section 3.2 or Section 12.4 below; or (iii) the Company is dissolved, and the business and affairs of the Company are wound up, in accordance with the terms of this Agreement, with the Manager having fully and finally performed its obligations in relation thereto. The Manager shall must devote such time to the affairs of the Company as is necessary to manage the Company as set forth in this Agreement. Without limitation of the foregoing, the Manager shall must cooperate with the Tax Matters Member Representative in all respects as reasonably requested by the Tax Matters Member, Representative from time to time, in connection with the Tax Matters MemberRepresentative’s performance of its obligations under this Agreement. The Private Owner (and any Successor to Private Owner) hereby expressly acknowledges that (x) as it relates to its role as each of the Manager, this Agreement constitutes a personal services contract between the Private Owner and the Company, and (y) except as may otherwise be otherwise expressly specified herein, it shall will not be entitled to any salary, fees, reimbursement of costs or expenses, or other compensation with respect to its service as the Manager hereunder (including with respect to the Manager’s Loan servicing and management Servicing obligations under Article XIIXII (and the Servicing Addendum)).

Management of the Company’s Affairs. (a) Subject to the terms and conditions of this Agreement, the management of the Company shall be vested exclusively in the Person appointed from time to time hereunder as the “Manager” of the Company (the “Manager”), which Manager may, but is not required to be, a Member. Effective as of the Closing Date, the Private Owner is hereby appointed as the Manager. Subject to the terms and conditions of this Agreement, the Manager shall have full and exclusive power and discretion to, and shall, manage the business and affairs of the Company in accordance with this Agreement. The Private Owner may not resign as the Manager, may not Dispose of or delegate, in whole or in part, its rights, responsibilities or duties as the Manager to any other Person, and shall serve as Manager until such time as (i) the Private Owner’s Owner LLC Interest is Disposed of in accordance with the terms of this Agreement and the transferee is admitted as a member of the Company and Successor to the Private Owner, in which case the transferee Member shall, effective upon such Disposition, be appointed as the “Manager” to the extent the Private Owner held such role immediately prior to such Disposition, (ii) the Private Owner is removed as Manager by the Initial Member and replaced in accordance with Section 3.2 or Section 12.4 below; or (iii) the Company is dissolved, and the business and affairs of the Company are wound up, in accordance with the terms of this Agreement. The Manager shall devote such time to the affairs of the Company as is necessary to manage the Company as set forth in this Agreement. Without limitation of the foregoing, the Manager shall cooperate with the Tax Matters Member in all respects as reasonably requested by the Tax Matters Member, from time to time, in connection with the Tax Matters Member’s performance of its obligations under this Agreement. The Private Owner (and any Successor to the Private Owner) hereby expressly acknowledges that (x) as it relates to its role as each of the Manager, this Agreement constitutes a personal services contract between the Private Owner and the Company, and (y) except as may otherwise be otherwise expressly specified herein, it shall not be entitled to any salary, fees, reimbursement of costs or expenses, or other compensation with respect to its service as the Manager hereunder (including with respect to the Manager’s Loan Asset servicing and management obligations under Article XII).

Management of the Company’s Affairs. (a) Subject to the terms and conditions of this Agreement, the management of the Company shall be vested exclusively in the Person appointed from time to time hereunder as the “Manager” of the Company (the “Manager”), which Manager may, but is not required to be, a Member. Effective as of the Closing Date, the Private Owner is hereby appointed as the Manager. Subject to the terms and conditions of this Agreement, the Manager shall have full and exclusive power and discretion to, and shall, manage the business and affairs of the Company in accordance with this Agreement. The Private Owner may not resign as Manager, may not Dispose of or delegate, in whole or in part, its rights, responsibilities or duties as Manager to any other Person, and shall serve as Manager until such time as (i) the Private Owner’s LLC Interest is Disposed of in accordance with the terms of this Agreement and the transferee is admitted as a member of the Company and Successor to the Private Owner, in which case the transferee Member shall, effective upon such Disposition, be appointed as the “Manager” to the extent the Private Owner held such role immediately prior to such Disposition, (ii) the Private Owner is removed as Manager by the Initial Member and replaced in accordance with Section 3.2 or Section 12.4 below; or (iii) the Company is dissolved, and the business and affairs of the Company are wound up, in accordance with the terms of this Agreement. The Manager shall devote such time to the affairs of the Company as is necessary to manage the Company as set forth in this Agreement. Without limitation of the foregoing, the Manager shall cooperate with the Tax Matters Member in all respects as reasonably requested by the Tax Matters Member, from time to time, in connection with the Tax Matters Member’s performance of its obligations under this Agreement. Private Owner (and any Successor to Private Owner) hereby expressly acknowledges that (x) as it relates to its role as each of the Manager, this Agreement constitutes a personal services contract between the Private Owner and the Company, and (y) except as may be otherwise expressly specified herein, it shall not be entitled to any salary, fees, reimbursement of costs or expenses, or other compensation with respect to its service as Manager hereunder (including with respect to the Manager’s Loan servicing and management obligations under Article XII).

Management of the Company’s Affairs. (a) Subject to the terms and conditions of this Agreement, the management of the Company shall be vested exclusively in the Person appointed from time to time hereunder as the “Manager” of the Company (the “Manager”), which Manager may, but is not required to be, a Member. Effective as of the Closing Date, the Private Owner is hereby appointed as the Manager. Subject to the terms and conditions of this Agreement, the Manager shall have full and exclusive power and discretion to, and shall, manage the business and affairs of the Company in accordance with this Agreement. The Private Owner may not resign as Manager, may not Dispose of or delegate, in whole or in part, its rights, responsibilities or duties as Manager to any other Person, and shall serve as Manager until such time as (i) the Private Owner’s LLC Interest is Disposed of in accordance with the terms of this Agreement and the transferee is admitted as a member of the Company and Successor to the Private Owner, in which case the transferee Member shall, effective upon such Disposition, be appointed as the “Manager” to the extent the Private Owner held such role immediately prior to such Disposition, (ii) the Private Owner is removed as Manager by the Initial Member and replaced in accordance with Section 3.2 or Section 12.4 below; or (iii) the Company is dissolved, and the business and affairs of the Company are wound up, in accordance with the terms of this Agreement. The Manager shall devote such time to the affairs of the Company as is necessary to manage the Company as set forth in this Agreement. Without limitation of the foregoing, the Manager shall cooperate with the Tax Matters Member in all respects as reasonably requested by the Tax Matters Member, from time to time, in connection with the Tax Matters Member’s performance of its obligations under this Agreement. Private Owner (and any Successor to Private Owner) hereby expressly acknowledges that (x) as it relates to its role as each of the Manager, this Agreement constitutes a personal services contract between the Private Owner and the Company, and (y) except as may be otherwise expressly specified herein, it shall not be entitled to any salary, fees, reimbursement of costs or expenses, or other compensation with respect to its service as Manager hereunder (including with respect to the Manager’s Loan servicing and management obligations under Article XII).

Management of the Company’s Affairs. (a) Subject to the terms and conditions of this Agreement, the management of the Company shall be vested exclusively in the Person appointed from time to time hereunder as the “Manager” of the Company (the “Manager”), which Manager may, but is not required to beto, be a Member. Effective as of the Closing Date, the Private Owner is hereby appointed as the Manager. Subject to the terms and conditions of this Agreement, the Manager shall have full and exclusive power and discretion to, and shall, manage the business and affairs of the Company in accordance with this Agreement. The Private Owner may not resign as the Manager, may not Dispose of or delegate, in whole or in part, its rights, responsibilities or duties as the Manager to any other Person, and shall serve as Manager until such time as (i) the Private Owner’s LLC Owner Interest is Disposed of in accordance with the terms of this Agreement and the transferee is admitted as a member of the Company and Successor to the Private Owner, in which case the transferee Member shall, effective upon such Disposition, be appointed as the “Manager” to the extent the Private Owner held such role immediately prior to such Disposition, ; (ii) the Private Owner is removed as Manager by the Initial Member and replaced in accordance with Section 3.2 or Section 12.4 below; or (iii) the Company is dissolved, and the business and affairs of the Company are wound up, in accordance with the terms of this Agreement. The Manager shall devote such time to the affairs of the Company as is necessary to manage the Company as set forth in this Agreement. Without limitation of the foregoing, the Manager shall cooperate with the Tax Matters Member in all respects as reasonably requested by the Tax Matters Member, from time to time, in connection with the Tax Matters Member’s performance of its obligations under this Agreement. The Private Owner (and any Successor to Private Owner) hereby expressly acknowledges that (x) as it relates to its role as each of the Manager, this Agreement constitutes a personal services contract between the Private Owner and the Company, and (y) except as may otherwise be otherwise expressly specified herein, it shall not be entitled to any salary, fees, reimbursement of costs or expenses, or other compensation with respect to its service as the Manager hereunder (including with respect to the Manager’s Loan servicing and management Servicing obligations under Article XII).

Management of the Company’s Affairs. (a) Subject to the terms and conditions of this Agreement, the management of the Company shall be vested exclusively in the Person appointed from time to time hereunder as the “Manager” of the Company (the “Manager”), which Manager may, but is not required to be, a Member. Effective as of the Closing Date, the Private Owner is hereby appointed as the Manager. Subject to the terms and conditions of this Agreement, the Manager shall have full and exclusive power and discretion to, and shall, manage the business and affairs of the Company in accordance with this Agreement. The Private Owner may not resign as Manager, may not Dispose of or delegate, in whole or in part, its rights, responsibilities or duties as Manager to any other Person, and shall serve as Manager until such time as (i) the Private Owner’s LLC Interest is Disposed of in accordance with the terms of this Agreement and the transferee is admitted as a member of the Company and Successor to the Private Owner, in which case the transferee Member shall, effective upon such Disposition, be appointed as the “Manager” to the extent the Private Owner held such role immediately prior to such Disposition, (ii) the Private Owner is removed as Manager by the Initial Member and replaced in accordance with Section 3.2 or Section 12.4 below; or (iii) the Company is dissolved, and the business and affairs of the Company are wound up, in accordance with the terms of this Agreement. The Manager shall devote such time to the affairs of the Company as is necessary to manage the Company as set forth in this Agreement. Without limitation of the foregoing, the Manager shall cooperate with the Tax Matters Member in all respects as reasonably requested by the Tax Matters Member, from time to time, in connection with the Tax Matters Member’s performance of its obligations under this Agreement. The Private Owner (and any Successor to Private Owner) hereby expressly acknowledges that (x) as it relates to its role as each of the Manager, this Agreement constitutes a personal services contract between the Private Owner and the Company, and (y) except as may be otherwise expressly specified herein, it shall not be entitled to any salary, fees, reimbursement of costs or expenses, or other compensation with respect to its service as Manager hereunder (including with respect to the Manager’s Mortgage Loan servicing and management obligations under Article XII).

Management of the Company’s Affairs. (a) Subject to the terms and conditions of this Agreement, the management of the Company shall will be vested exclusively in the Person appointed from time to time hereunder as the “Manager” of the Company (the “Manager”), which Manager may, but is not required to beto, be a Member. Effective as of the Closing Date, the Private Owner is hereby appointed as the Manager. Subject to the terms and conditions of this Agreement, the Manager shall will have full and exclusive power and discretion to, and shallwill, manage the business and affairs of the Company in accordance with this Agreement. The Private Owner may not resign as the Manager, may not Dispose of or delegate, in whole or in part, its rights, responsibilities or duties as the Manager to any other Person, and shall will serve as Manager until such time as (i) the Private Owner’s LLC Owner Interest is Disposed of in accordance with the terms of this Agreement and the transferee is admitted as a member of the Company and Successor to the Private Owner, in which case the transferee Member shallwill, effective upon such Disposition, be appointed as the “Manager” to the extent the Private Owner held such role immediately prior to such Disposition, ; (ii) the Private Owner is removed as Manager by the Initial Member or the PMN Agent and replaced in accordance with Section 3.2 or Section 12.4 below; or (iii) the Company is dissolved, and the business and affairs of the Company are wound up, in accordance with the terms of this Agreement, with the Manager having fully and finally performed its obligations in relation thereto. The Manager shall must devote such time to the affairs of the Company as is necessary to manage the Company as set forth in this Agreement. Without limitation of the foregoing, the Manager shall must cooperate with the Tax Matters Member Representative in all respects as reasonably requested by the Tax Matters Member, Representative from time to time, in connection with the Tax Matters MemberRepresentative’s performance of its obligations under this Agreement. The Private Owner (and any Successor to Private Owner) hereby expressly acknowledges that (x) as it relates to its role as each of the Manager, this Agreement constitutes a personal services contract between the Private Owner and the Company, and (y) except as may otherwise be otherwise expressly specified herein, it shall will not be entitled to any salary, fees, reimbursement of costs or expenses, or other compensation with respect to its service as the Manager hereunder (including with respect to the Manager’s Loan servicing and management Servicing obligations under Article XII).XII (and the Servicing Addendum)).‌‌