Common use of Property Management Clause in Contracts

Property Management. The Borrower agrees that at all times the Project shall be managed by a property manager (i) approved by the Issuer in its reasonable discretion and (ii) who has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects (the “Manager”). The Borrower shall submit to the Issuer from time to time such information about the background, experience and financial condition of any existing or proposed Manager as the Issuer may reasonably require to determine whether such Manager meets the requirements for a Manager set forth herein. The Issuer reserves the right to conduct periodic reviews of the management practices and of the Manager to determine if the Project is being operated and managed in accordance with the requirements and standards of this Agreement. The Borrower agrees to cooperate with the Issuer in such reviews. If the Issuer determines in its reasonable judgment that the Project is not being operated and managed in accordance with one or more of the material requirements or standards of this Agreement, the Issuer may deliver notice to the Borrower and the Bondowner Representative requesting replacement of the Manager, which notice shall state clearly the reasons for such request. The Borrower agrees that, upon receipt of such notice, it shall within 60 days submit to the Issuer, with a copy to the Bondowner Representative, a proposal to engage a new Manager meeting the requirements of this Section 28. Each of the Issuer and the Bondowner Representative shall respond within 30 days to such proposal or such approval shall be deemed given. Upon receipt of such consent or deemed consent, the Borrower shall within 60 days terminate the existing Manager’s engagement and engage the new Manager. If such proposal is denied by either the Issuer or the Bondowner Representative, the Borrower agrees that upon receipt of notice of such denial, it shall within 60 days submit to the Issuer, with copies to the Bondowner Representative, a proposal to engage another new Manager meeting the requirements of this Section 28, subject to the Issuer’s and Bondowner Representative’s consent or deemed consent pursuant to the terms hereof. Notwithstanding any other provision of this Section 28 to the contrary, the Bondowner Representative may at any time by written instruction to the Issuer and the Borrower deny the Issuer’s request for a replacement Manager and direct that the existing Manager be retained.

Property Management. The Borrower agrees that at all times the Project shall be managed by a property manager (i) approved by the Issuer Governmental Lender in its reasonable discretion and (ii) who has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects (the “Manager”). The Borrower shall submit to the Issuer Governmental Lender from time to time such information about the background, experience and financial condition of any existing or proposed Manager as the Issuer Governmental Lender may reasonably require to determine whether such Manager meets the requirements for a Manager set forth herein. The Issuer Governmental Lender reserves the right to conduct periodic reviews of the management practices and of the Manager to determine if the Project is being operated and managed in accordance with the requirements and standards of this Agreement. The Borrower agrees to cooperate with the Issuer Governmental Lender in such reviews. If the Issuer Governmental Lender determines in its reasonable judgment that the Project is not being operated and managed in accordance with one or more of the material requirements or standards of this Regulatory Agreement, the Issuer may Governmental Lender may, subject to any applicable provisions of the Project Loan Agreement, deliver notice to the Borrower and (with a copy to the Bondowner Representative Servicer) requesting replacement of the Manager, which notice shall state clearly the reasons for such request. The Borrower agrees that, upon receipt of such notice, it shall within 60 days submit to the Issuer, with a copy to the Bondowner Representative, Governmental Lender a proposal to engage a new Manager meeting the requirements of this Section 28. Each of the Issuer and the Bondowner Representative The Governmental Lender shall respond within 30 days to such proposal or such approval shall be deemed given. Upon receipt of such consent or deemed consent, the Borrower shall within 60 days terminate the existing Manager’s engagement and engage the new Manager. If such proposal is denied by either the Issuer or the Bondowner RepresentativeGovernmental Lender, the Borrower agrees that upon receipt of notice of such denial, it shall within 60 days submit to the Issuer, with copies to the Bondowner RepresentativeGovernmental Lender, a proposal to engage another new Manager meeting the requirements of this Section 28, subject to the IssuerGovernmental Lender’s and Bondowner Representative’s consent or deemed consent pursuant to the terms hereof. Notwithstanding any other provision of this Section 28 to the contrary, the Bondowner Representative may at any time by written instruction to the Issuer and the Borrower deny the Issuer’s request for a replacement Manager and direct that the existing Manager be retained.

Property Management. The Borrower agrees that at all times the Project shall be managed by a property manager (i) approved by the Issuer County in its reasonable discretion and (ii) who has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects (the “Manager”). The Borrower shall submit to the Issuer County from time to time such information about the background, experience and financial condition of any existing or proposed Manager as the Issuer County may reasonably require to determine whether such Manager meets the requirements for a Manager set forth herein. The Issuer County reserves the right to conduct periodic reviews of the management practices and of the Manager to determine if the Project is being operated and managed in accordance with the requirements and standards of this Agreement. The Borrower agrees to cooperate with the Issuer County in such reviews. If the Issuer County determines in its reasonable judgment that the Project is not being operated and managed in accordance with one or more of the material requirements or standards of this Regulatory Agreement, the Issuer County may deliver notice to the Borrower Borrower, the Subordinate Bonds Trustee and the Bondowner Representative Funding Lender requesting replacement of the Manager, which notice shall state clearly the reasons for such request. The Borrower agrees that, upon receipt of such notice, it shall within 60 days submit to the IssuerCounty, with a copy to the Bondowner RepresentativeSubordinate Bonds Trustee and the Funding Lender, a proposal to engage a new Manager meeting the requirements of this Section 28. Each of the Issuer County, the Subordinate Bonds Trustee and the Bondowner Representative Funding Lender shall respond within 30 days to such proposal or such approval shall be deemed given. Upon receipt of such consent or deemed consent, the Borrower shall within 60 days terminate the existing Manager’s engagement and engage the new Manager. If such proposal is denied by either any of the Issuer County, the Subordinate Bonds Trustee or the Bondowner RepresentativeFunding Lender, the Borrower agrees that upon receipt of notice of such denial, it shall within 60 days submit to the IssuerCounty, with copies to the Bondowner RepresentativeFunding Lender and the Subordinate Bonds Trustee, a proposal to engage another new Manager meeting the requirements of this Section 28, subject to the IssuerCounty’s, the Funding Lender’s and Bondowner Representativethe Subordinate Bonds Trustee’s consent or deemed consent pursuant to the terms hereof. Notwithstanding any other provision of this Section 28 to the contrary, the Bondowner Representative Funding Lender may at any time by written instruction to the Issuer County and the Borrower deny the IssuerCounty’s request for a replacement Manager and direct that the existing Manager be retained.

Property Management. The Borrower agrees shall either manage each of the Collateral Properties itself or shall cause each of the Collateral Properties to be managed solely pursuant to Management Agreements approved by Lender, with a Manager approved by Lender. If the Borrower enters into any such Management Agreement(s), then (i) the Borrower shall perform and observe all of the material terms, covenants and conditions of the Management Agreements to be performed and observed by it and promptly deliver to the Lender a true copy of each notice the Borrower gives of any default by the Manager in the performance or observance of any of the terms, covenants or conditions of the Manager contained in a Management Agreement and any notice received by the Borrower of any default of any of its obligations contained in the Management Agreements; (ii) the Borrower shall not terminate the Management Agreements or (except pursuant to the Security Documents) assign its interest therein or consent to the assignment by the Manager of its interest therein; and (iii) upon the Lender's request, the Borrower shall exercise each option (if any) to extend or renew the term of the Management Agreements. In the event that at all times (A) there shall have occurred and be continuing an Event of Default or (B) the Project Debt Service Ratio shall be managed less than 1.15 at the end of any calendar quarter, the Lender may by notice to the Borrower instruct the Borrower to remove the Manager (if any) with respect to any or all of the Collateral Properties and to designate a property manager acceptable to the Lender, in which event the Borrower shall so remove the Manager (iif any) approved by and so designate a manager, unless no Event of Default is continuing and, within 20 Business Days after the Issuer giving of such notice, the Borrower prepays the Loans in its reasonable discretion and (ii) who has at least three years’ experience in an amount sufficient to reduce the ownershipannual Debt Service to an amount which, operation and management if substituted for the Debt Service used to determine such Debt Service Ratio, would produce a Debt Service Ratio of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects (the “Manager”)not more than 1.15. The Borrower shall submit to not, without the Issuer from time to time such information about the background, experience and financial condition of any existing or proposed Manager as the Issuer may reasonably require to determine whether such Manager meets the requirements for a Manager set forth herein. The Issuer reserves the right to conduct periodic reviews prior written consent of the Lender, enter into any property management practices and of agreement concerning the Manager to determine if the Project is being operated and managed in accordance with the requirements and standards of this Agreement. The Borrower agrees to cooperate with the Issuer in such reviews. If the Issuer determines in its reasonable judgment that the Project is not being operated and managed in accordance with one Collateral Properties, or more of the material requirements modify, terminate or standards of this Agreementwaive any rights under, the Issuer may deliver notice to the Borrower and the Bondowner Representative requesting replacement of the Manager, which notice shall state clearly the reasons for such request. The Borrower agrees that, upon receipt of such notice, it shall within 60 days submit to the Issuer, with a copy to the Bondowner Representative, a proposal to engage a new Manager meeting the requirements of this Section 28. Each of the Issuer and the Bondowner Representative shall respond within 30 days to such proposal or such approval shall be deemed given. Upon receipt of such consent or deemed consent, the Borrower shall within 60 days terminate the existing Manager’s engagement and engage the new Manager. If such proposal is denied by either the Issuer or the Bondowner Representative, the Borrower agrees that upon receipt of notice of such denial, it shall within 60 days submit to the Issuer, with copies to the Bondowner Representative, a proposal to engage another new Manager meeting the requirements of this Section 28, subject to the Issuer’s and Bondowner Representative’s consent or deemed consent pursuant to the terms hereof. Notwithstanding any other provision of this Section 28 to the contrary, the Bondowner Representative may at any time by written instruction to the Issuer and the Borrower deny the Issuer’s request for a replacement Manager and direct that the existing Manager be retainedManagement Agreements.

Property Management. The Borrower agrees that at all times the Project shall be managed by a C&OR may enter into new non-rail service related property manager (i) approved by the Issuer in its reasonable discretion and (ii) who has at least three years’ experience in the ownershipleases, operation and management of similar size rental housing projectseasements, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable property management responsibilities, hereinafter referred to as Property Transactions, which C&OR might enter into under the terms of the Lease but only after the C&OR obtains written permission from the Director of ORDC, which permission shall not be unreasonably withheld. only after the C&OR obtains written permission from the Director of ORDC, which permission shall not be unreasonably withheld. ORDC shall have no obligations under such projects (Property Transactions unless the “Manager”)Director accepts such obligations in writing. The Borrower C&OR will pay directly to ORDC Fifty Percent (50%) of all fees, revenues, or other payments which accrue from Property Transactions. Nothing in this Article __17, Property Management, precludes ORDC from entering into a Property Transaction involving the Rail Property with parties of ORDC=s selection under terms and conditions consistent with Article __ and this Agreement. However, ORDC shall submit coordinate and cooperate with the C&OR to ensure that the Issuer from time to time such information about the background, experience and financial condition of any existing or proposed Manager as the Issuer may reasonably require to determine whether such Manager meets the requirements for a Manager set forth herein. The Issuer reserves the right to conduct periodic reviews interests of the management practices and of C&OR are not unduly harmed before entering into the Manager proposed Property Transaction. In the event that the C&OR has an objection to determine if a proposed ORDC Property Transaction, the Project is being operated and managed parties agree to mediate the disagreement as provided for in accordance with the requirements and standards Article AAlternative Dispute Resolution@, of this Agreement. The Borrower agrees to cooperate ORDC may enter into agreements for bike/recreational trails on the property. However, any such trail will comply with the Issuer in such reviews. If FHWA’s Rails-with-Trails: Lessons Learned Guide or any updated best practices guidance available at the Issuer determines in its reasonable judgment that the Project is not being operated and managed in accordance with one or more time of the material requirements or standards request. (Following the KISS Principle rather than trying to track a special projects account, the State and the railroad split any revenues from leases, etc., 50/50. The railroad and state would still need to come to some resolution regarding the Columbus to Newark 50% owned property. ) C&OR MANAGEMENT FEE As stipulated in the Articles above, the C&OR shall be responsible for collecting all fees and charges associated with the provision of property management and common carrier services on the Rail Property. In addition to the payments required under Article 7, AC&OR Payments@, of this Agreement, within thirty (30) days after the Issuer may deliver notice end of each calendar quarter, the C&OR shall deposit available gross revenues up to the Borrower and the Bondowner Representative requesting replacement five percent (5%) of the Manager, which notice shall state clearly gross revenues realized from the reasons operation of the Rail Property for such requestthe said previous calendar quarter into an escrow account. The Borrower agrees that, escrow agent upon receipt of said gross revenues shall then pay to C&OR a fixed fee of $300,000.00 per quarter as C&OR's management fee for the previous quarter. Any remaining funds after said payments shall be known as "Excess Funds" and shall be deposited into ORDC accounts as determined by the Director and approved by the Director of the Office of Budget and Management of the State of Ohio. However, in the event that the escrow agent is unable to pay the entire $300,000.00, the C&OR shall receive the maximum amount available in the escrow account and shall receive a non-recourse credit from the escrow agent for the sum equal to the difference between $300,000.00 and the amount paid by the escrow agent. Any credit amount shall be paid to the C&OR by the escrow agent prior to depositing any "Excess Funds" into the specified ORDC accounts. At the end of the management agreement term, any amounts listed by the escrow agent as credit to the C&OR shall be considered as an uncollected fee and neither the escrow agent, ORDC, or anyone else shall be liable for payment of any C&OR management fee. All liability for the management fee shall be limited to funds held in the escrow account. (IF BONDS ARE DEFEASED, NO LONGER NEEDED) FORCE MAJEURE In the event of an occurrence beyond the reasonable control of C&OR, such noticeas an act of God, a flood, a major explosion or fire or an act of any government, which prevents or materially impairs C&OR's ability to provide rail service over part or all of the Rail Property, the C&OR's obligation to provide rail service under this Agreement is excused until such time the Rail Property becomes operational. In the event of such an occurrence, ORDC and the C&OR shall determine jointly and in good faith how the expense of repairing or rebuilding the Rail Property shall be divided between ORDC and the C∨ provided, however, that in the absence of ORDC's commitment to pay for same, C&OR shall not be obligated to undertake any repair or replacement of asset or equipment that would not be required under otherwise applicable law. An incidence of Force Majeure shall not excuse C&OR's obligations under Article 78 AC&OR PaymentsRent". However, it is expressly agreed that ORDC or the C&OR retains the option to terminate this Agreement in accordance with Article 28, "Termination", upon the occurrence of any act deemed to be "Force Majeure@ under this Article. Normal track rehabilitation shall within 60 days submit to the Issuernot be considered an occurrence of Force Majeure under this Agreement. Normal track rehabilitation includes, with a copy to the Bondowner Representativebut is not limited to, a proposal to engage a new Manager meeting the requirements of this Section 28. Each extensive track repair necessary because of the Issuer and lack of adequate maintenance or extraordinary use of the Bondowner Representative shall respond within 30 days to such proposal line over a period of five (5) or such approval shall be deemed givenmore years. Upon receipt (SAME AS OLD) EEO REQUIREMENTS In the hiring of such consent employees or deemed consentfor any contract or subcontract, the Borrower C&OR, its sublessee, contractors or subcontractors shall within 60 days terminate not by reason of race, color, religion, sex, age, disability, national origin, or ancestry discriminate in the existing Manager’s engagement employment of persons qualified and engage available to perform the new Managerwork. If such proposal is denied by either Neither the Issuer C&OR nor its sublessees, contractors, subcontractors, or the Bondowner Representativeany person acting on behalf of C&OR, the Borrower agrees that upon receipt sublessee, or any contractors or subcontractors shall, in any manner, discriminate against, intimidate, or retaliate against any employee on account of notice of such denialrace, it shall within 60 days submit to the Issuercolor, with copies to the Bondowner Representativereligion, a proposal to engage another new Manager meeting the requirements of this Section 28sex, subject to the Issuer’s and Bondowner Representative’s consent age, disability, national origin, or deemed consent pursuant to the terms hereofancestry. Notwithstanding any other provision of this Section 28 to the contrary, the Bondowner Representative may at any time by written instruction to the Issuer and the Borrower deny the Issuer’s request for a replacement Manager and direct that the existing Manager be retained.(SAME AS OLD)

Property Management. The Unless otherwise specified below, Borrower agrees that at all times shall not, without the Project prior written consent of Lender (which consent shall not be managed by a property manager unreasonably withheld, conditioned or delayed), (i) terminate any Management Agreement except in connection with the replacement of the Manager pursuant to the terms of this Section 4.2.1, modify or amend any of the provisions of any Management Agreement if such termination, modification or amendment could reasonably be expected to result in a Material Adverse Effect; (ii) pay management fees in excess of fees which are market fees in the surrounding geographic area for the applicable property type (provided that Lender has approved the fees payable under the Management Agreement); or (iii) enter into any new management agreement with respect to the Premises except in connection with the replacement of the Manager pursuant to the terms of this Section 4.2.1. If (a) an Event of Default has occurred and is continuing, (b) Manager shall become bankrupt or insolvent or (c) a default beyond any applicable notice and cure period by Manager occurs under the Issuer Management Agreement that gives Borrower the right to terminate the Management Agreement, then Lender, at its option, may require Borrower to engage a replacement management agent and terminate the Manager without fee or obligation to Lender. Borrower shall promptly provide Lender with written Notice of the occurrence of any such default or bankruptcy/insolvency of Manager of which Borrower has knowledge. So long as no Event of Default has occurred and is continuing, notwithstanding the foregoing or anything to the contrary in its this Agreement, Borrower may, without Lender's prior written consent or approval, retain a Person(s) (the "New Manager") to act as Manager of the Premises or replace an existing Manager provided that (i) the New Manager is a Qualifying Manager who shall manage the Premises pursuant to a commercially reasonable discretion and market comparable Management Agreement, and (ii) who has at least three years’ experience in the ownership, operation New Manager executes and management of delivers to Lender an agreement substantially similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects (the “Manager”). The Borrower shall submit to the Issuer from time to time Subordination of Management Fees Agreement executed in connection with the initial Loan closing or if no such information about Subordination of Management Fees Agreement was executed in connection with the background, experience and financial condition of any existing or proposed Manager as the Issuer may reasonably require to determine whether such Manager meets the requirements for a Manager set forth herein. The Issuer reserves the right to conduct periodic reviews initial closing of the management practices Loan, then in form and substance reasonably acceptable to Lender; upon satisfaction of the Manager to determine if the Project is being operated these terms and managed in accordance with the requirements and standards of this Agreement. The Borrower agrees to cooperate with the Issuer in such reviews. If the Issuer determines in its reasonable judgment that the Project is not being operated and managed in accordance with one or more of the material requirements or standards of this Agreementconditions, the Issuer may deliver notice New Manager shall be considered to the Borrower be "Manager" hereunder and all references in this Agreement and the Bondowner Representative requesting replacement of the other Loan Documents to "Manager, which notice shall state clearly the reasons for such request. The Borrower agrees that, upon receipt of such notice, it shall within 60 days submit to the Issuer, with a copy to the Bondowner Representative, a proposal to engage a new Manager meeting the requirements of this Section 28. Each of the Issuer and the Bondowner Representative shall respond within 30 days to such proposal or such approval " shall be deemed given. Upon receipt of such consent or deemed consentto refer to said New Manager, the Borrower term "Management Agreement" hereunder and all references in this Agreement and the other Loan Documents to "Management Agreement" shall within 60 days terminate the existing Manager’s engagement and engage the new Manager. If such proposal is denied by either the Issuer or the Bondowner Representative, the Borrower agrees that upon receipt of notice of such denial, it shall within 60 days submit be deemed to refer to the Issuer, with copies to the Bondowner Representative, a proposal to engage another new Manager meeting the requirements of this Section 28, subject to the Issuer’s and Bondowner Representative’s consent or deemed consent management agreement pursuant to which such New Manager manages the terms hereof. Notwithstanding any other provision of this Section 28 to the contrary, the Bondowner Representative may at any time by written instruction to the Issuer Premises and the Borrower deny term "Subordination of Management Fees Agreement" hereunder and all references in this Agreement and the Issuer’s request for a replacement Manager and direct that the existing Manager be retained.other Loan Documents to "

Property Management. The Borrower agrees that at all times the Project shall be managed by a property manager (i) approved by the Issuer Governmental Lender in its reasonable discretion and (ii) who has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects (the “Manager”). The Borrower shall submit to the Issuer Governmental Lender from time to time such information about the background, experience and financial condition of any existing or proposed Manager as the Issuer Governmental Lender may reasonably require to determine whether such Manager meets the requirements for a Manager set forth herein. The Issuer Governmental Lender reserves the right to conduct periodic reviews of the management practices and of the Manager to determine if the Project is being operated and managed in accordance with the requirements and standards of this Agreement. The Borrower agrees to cooperate with the Issuer Governmental Lender in such reviews. If the Issuer Governmental Lender determines in its reasonable judgment that the Project is not being operated and managed in accordance with one or more of the material requirements or standards of this Regulatory Agreement, the Issuer Governmental Lender may deliver notice to the Borrower and the Bondowner Representative Bank requesting replacement of the Manager, which notice shall state clearly the reasons for such request. The Borrower agrees that, upon receipt of such notice, it shall within 60 days submit to the IssuerGovernmental Lender, with a copy to the Bondowner RepresentativeBank, a proposal to engage a new Manager meeting the requirements of this Section 2832. Each of the Issuer Governmental Lender and the Bondowner Representative Bank shall respond within 30 days to such proposal or such approval shall be deemed given. Upon receipt of such consent or deemed consent, the Borrower shall within 60 days terminate the existing Manager’s engagement and engage the new Manager. If such proposal is denied by either the Issuer Governmental Lender or the Bondowner RepresentativeBank, the Borrower agrees that upon receipt of notice of such denial, it shall within 60 days submit to the IssuerGovernmental Lender, with copies to the Bondowner RepresentativeBank, a proposal to engage another new Manager meeting the requirements of this Section 28, subject to the IssuerGovernmental Lender’s and Bondowner Representativethe Bank’s consent or deemed consent pursuant to the terms hereof. Notwithstanding any other provision of this Section 28 32 to the contrary, the Bondowner Representative Bank may at any time by written instruction to the Issuer Governmental Lender and the Borrower deny the IssuerGovernmental Lender’s request for a replacement Manager and direct that the existing Manager be retained.

Property Management. The Borrower agrees that Premises shall be managed at all times the Project shall be managed by a property manager (i) approved by acceptable to Mortgagee under the Issuer terms of a management agreement acceptable to Mortgagee. Mortgagor shall not retain any person as property manager or asset manager of the Premises without Mortgagee’s prior written approval of the manager and the management agreement in its reasonable discretion and (ii) who has at least three years’ experience in each instance. At any time during the ownershipcontinuance of an Event of Default under this instrument, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects (the “Manager”). The Borrower Mortgagee shall submit to the Issuer from time to time such information about the background, experience and financial condition of any existing or proposed Manager as the Issuer may reasonably require to determine whether such Manager meets the requirements for a Manager set forth herein. The Issuer reserves have the right to conduct periodic reviews require that within thirty (30) days from the date of written notice from Mortgagee to Mortgagor, Mortgagor shall replace the property manager with a new manager and management agreement satisfactory to Mortgagee. Among other things, the Management Agreement shall provide that (a) the property manager shall not, directly or indirectly, be granted or otherwise obtain any lien or equity rights or interests in or to any part of the management practices Premises, or any interest therein (including, without limitation, any purchase options, rights of first refusal, rights of first offer, or similar or related rights), (b) the rights of property manager under the Management Agreement are subject, subordinate and inferior in all respects to the rights of Mortgagee under this Mortgage and the other Loan Documents, (c) no fees or other compensation will be paid to or received by property manager until such time each month as all sums currently due and payable pursuant to this Mortgage or any other Loan Document shall have been paid in full (or funded in full, as applicable), including without limitation, all principal, interest, escrows, reserves, and other sums payable under the Note and this Mortgage; (d) any sums paid to property manager in contravention of the Manager foregoing Subsection 2.03(c) will be deemed to determine if be paid to and received by property manager in trust, for the Project is being operated and managed in accordance with benefit of Mortgagee, (e) upon a default by Mortgagor under the requirements and standards terms of this Mortgage, the property manager shall, upon the written request of Mortgagee (which can be made or not made by Mortgagee in its sole and absolute discretion), continue performance of its duties and obligations under the Management Agreement. The Borrower , on the same terms and conditions as originally approved by Mortgagee, provided only that Mortgagee agrees to cooperate with pay the Issuer monthly fees and other charges payable under the Management Agreement from and after the date that property manager continues performance at Mortgagee’s request (and advises Mortgagee in such reviews. If writing that it is doing so), and (f) during the Issuer determines in its reasonable judgment that the Project is not being operated and managed in accordance with one continuance of an Event of Default under this Mortgage or more any of the material requirements other Loan Documents, Mortgagee or standards of this Agreement, its advisors will have the Issuer may deliver notice unilateral right to the Borrower and the Bondowner Representative requesting replacement of the Manager, which notice shall state clearly the reasons for such request. The Borrower agrees that, upon receipt of such notice, it shall within 60 days submit to the Issuer, with a copy to the Bondowner Representative, a proposal to engage a new Manager meeting the requirements of this Section 28. Each of the Issuer and the Bondowner Representative shall respond within 30 days to such proposal or such approval shall be deemed given. Upon receipt of such consent or deemed consent, the Borrower shall within 60 days terminate the existing Manager’s engagement and engage property manager for any reason without liability for the new Manager. If such proposal is denied by either payment of any “termination” or similar “buy-out” fees or arrangements set forth in the Issuer or the Bondowner Representative, the Borrower agrees that upon receipt of notice of such denial, it shall within 60 days submit to the Issuer, with copies to the Bondowner Representative, a proposal to engage another new Manager meeting the requirements of this Section 28, subject to the Issuer’s and Bondowner Representative’s consent or deemed consent pursuant to the terms hereof. Notwithstanding any other provision of this Section 28 to the contrary, the Bondowner Representative may at any time by written instruction to the Issuer and the Borrower deny the Issuer’s request for a replacement Manager and direct that the existing Manager be retainedManagement Agreement.

Property Management. The Borrower agrees that at all times the Project shall be managed by a property manager (i) approved by the Issuer Governmental Lender in its reasonable discretion and (ii) who has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects (the “Manager”). The Borrower shall submit to the Issuer Governmental Lender from time to time such information about the background, experience and financial condition of any existing or proposed Manager as the Issuer Governmental Lender may reasonably require to determine whether such Manager meets the requirements for a Manager set forth herein. The Issuer Governmental Lender reserves the right to conduct periodic reviews of the management practices and of the Manager to determine if the Project is being operated and managed in accordance with the requirements and standards of this Agreement. The Borrower agrees to cooperate with the Issuer Governmental Lender in such reviews. If the Issuer Governmental Lender determines in its reasonable judgment that the Project is not being operated and managed in accordance with one or more of the material requirements or standards of this Regulatory Agreement, the Issuer Governmental Lender may deliver notice to the Borrower and the Bondowner Representative Funding Lender requesting replacement of the Manager, which notice shall state clearly the reasons for such request. The Borrower agrees that, upon receipt of such notice, it shall within 60 days submit to the IssuerGovernmental Lender, with a copy to the Bondowner RepresentativeFunding Lender, a proposal to engage a new Manager meeting the requirements of this Section 28. Each of the Issuer Governmental Lender and the Bondowner Representative Funding Lender shall respond within 30 days to such proposal or such approval shall be deemed given. Upon receipt of such consent or deemed consent, the Borrower shall within 60 days terminate the existing Manager’s engagement and engage the new Manager. If such proposal is denied by either the Issuer Governmental Lender or the Bondowner RepresentativeFunding Lender, the Borrower agrees that upon receipt of notice of such denial, it shall within 60 days submit to the IssuerGovernmental Lender, with copies to the Bondowner RepresentativeFunding Lender, a proposal to engage another new Manager meeting the requirements of this Section 28, subject to the IssuerGovernmental Lender’s and Bondowner RepresentativeFunding Lender’s consent or deemed consent pursuant to the terms hereof. Notwithstanding any other provision of this Section 28 to the contrary, the Bondowner Representative Funding Lender may at any time by written instruction to the Issuer Governmental Lender and the Borrower deny the IssuerGovernmental Lender’s request for a replacement Manager and direct that the existing Manager be retained.

Property Management. The Borrower agrees Concurrently herewith, various subsidiaries of the Company are entering into the property management agreements with Remington or its Affiliates listed on Exhibit D hereto, all of which have been approved by the Members. Notwithstanding anything to the contrary contained herein, PRISA III shall have sole authority, after reasonable consultation with the Executive Committee, to enforce, on behalf of the Company and the Subsidiaries, any property management agreements between the Company or any Subsidiary, on the one hand, and Remington (or its Affiliates), on the other hand, and to make elections, grant waivers of, exercise termination rights, or otherwise enforce any provisions of such agreements on behalf of the Company and the Subsidiaries that at all times may be required under or with respect to such agreements. If any property management agreement with Remington is terminated and the Project Committee Representatives cannot agree upon a replacement property manager for the applicable property within fifteen (15) days after the issue is submitted to the Executive Committee, the Ashford Representatives shall submit to the PRISA III Representatives within five (5) days thereafter a list of four Qualified Property Managers from which the PRISA III Representatives shall select a replacement property manager for the affected property within five (5) days thereafter. If the Ashford Representatives do not submit to the PRISA III Representatives within such five (5) day period the list of four Qualified Property Managers, then the PRISA III Representatives promptly shall pick a replacement property manager that is a Qualified Property Manager. If the Ashford Representatives submit to the PRISA III Representatives within such five (5) day period the list of four Qualified Property Managers, and the PRISA III Representatives do not then select a replacement property manager from such list within five (5) days thereafter, the Ashford Representatives promptly shall pick a replacement property manager from such list. After selection of a replacement property manager, the Administrative Member shall seek any necessary consent or approval from the applicable lender or lenders of such replacement property manager. If one or more lenders do not consent or approve such selection, then the process for selection and approval of a replacement property manager shall be managed by repeated as to any affected property until a replacement property manager with all necessary lender approvals and consents has been selected for all properties as to which Remington has been terminated. The Members approve amending the Hotel Master Management Agreement of even date herewith between Remington and various Company Subsidiaries to engage Remington on the same terms as in such Hotel Master Management Agreement as a replacement property manager for Courtyard Savannah Historic District hotel and Residence Inn Tampa Downtown hotel, provided that (i) approved by Ashford and Remington obtain all consents required to do so under each of the Issuer Approved Loans and otherwise comply with any requirements of the Approved Loans in its reasonable discretion connection therewith, and (ii) who has at least three years’ experience in the ownershipAshford and Remington obtain all consents required to do so under any License Agreement, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects (the “Manager”). The Borrower shall submit to the Issuer from time to time such information about the background, experience and financial condition of any existing or proposed Manager as the Issuer may reasonably require to determine whether such Manager meets the requirements for a Manager set forth herein. The Issuer reserves the right to conduct periodic reviews third party agreement of the management practices and of Company or its Subsidiaries, or otherwise needed to transfer any licenses or permits necessary for the Manager to determine if the Project is being operated and managed in accordance with the requirements and standards of this Agreement. The Borrower agrees to cooperate with the Issuer in such reviews. If the Issuer determines in its reasonable judgment that the Project is not being operated and managed in accordance with one or more of the material requirements or standards of this Agreement, the Issuer may deliver notice to the Borrower and the Bondowner Representative requesting replacement of the Manager, which notice shall state clearly the reasons for such request. The Borrower agrees that, upon receipt operation of such notice, it shall within 60 days submit to the Issuer, with a copy to the Bondowner Representative, a proposal to engage a new Manager meeting the requirements of this Section 28. Each of the Issuer and the Bondowner Representative shall respond within 30 days to such proposal or such approval shall be deemed given. Upon receipt of such consent or deemed consent, the Borrower shall within 60 days terminate the existing Manager’s engagement and engage the new Manager. If such proposal is denied by either the Issuer or the Bondowner Representative, the Borrower agrees that upon receipt of notice of such denial, it shall within 60 days submit to the Issuer, with copies to the Bondowner Representative, a proposal to engage another new Manager meeting the requirements of this Section 28, subject to the Issuer’s and Bondowner Representative’s consent or deemed consent pursuant to the terms hereof. Notwithstanding any other provision of this Section 28 to the contrary, the Bondowner Representative may at any time by written instruction to the Issuer and the Borrower deny the Issuer’s request for a replacement Manager and direct that the existing Manager be retainedhotels.

Property Management. The Borrower agrees that at all times the Project shall be managed by a property manager (i) approved by the Issuer Governmental Lender in its reasonable discretion and (ii) who has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects (the “Manager”). The Borrower shall submit to the Issuer Governmental Lender from time to time such information about the background, experience and financial condition of any existing or proposed Manager as the Issuer Governmental Lender may reasonably require to determine whether such Manager meets the requirements for a Manager set forth herein. The Issuer Governmental Lender reserves the right to conduct periodic reviews of the management practices and of the Manager to determine if the Project is being operated and managed in accordance with the requirements and standards of this Agreement. The Borrower agrees to cooperate with the Issuer Governmental Lender in such reviews. If the Issuer Governmental Lender determines in its reasonable judgment that the Project is not being operated and managed in accordance with one or more of the material requirements or standards of this Regulatory Agreement, the Issuer Governmental Lender may deliver notice to the Borrower and the Bondowner Representative Funding Lender requesting replacement of the Manager, which notice shall state clearly the reasons for such request. The Borrower agrees that, upon receipt of such notice, it shall within 60 days submit to the IssuerGovernmental Lender, with a copy to the Bondowner RepresentativeFunding Lender, a proposal to engage a new Manager meeting the requirements of this Section 28. Each of the Issuer Governmental Lender and the Bondowner Representative Funding Lender shall respond within 30 days to such proposal or such approval shall be deemed given. Upon receipt of such consent or deemed consent, the Borrower shall within 60 days terminate the existing Manager’s engagement and engage the new Manager. If such proposal is denied by either any of the Issuer Governmental Lender or the Bondowner RepresentativeFunding Lender, the Borrower agrees that upon receipt of notice of such denial, it shall within 60 days submit to the IssuerGovernmental Lender, with copies to the Bondowner RepresentativeFunding Lender, a proposal to engage another new Manager meeting the requirements of this Section 28, subject to the Issuer’s and Bondowner RepresentativeGovernmental Lender’s, the Funding Lender’s consent or deemed consent pursuant to the terms hereof. Notwithstanding any other provision of this Section 28 to the contrary, the Bondowner Representative Funding Lender may at any time by written instruction to the Issuer Governmental Lender and the Borrower deny the IssuerGovernmental Lender’s request for a replacement Manager and direct that the existing Manager be retained.

Property Management. The Borrower agrees that at all times Landlord may, from time to time, engage the Project shall be managed by services of a property manager management company with respect to the Building and/or the Project. If the property management company or an employee thereof acts in a negligent manner, engages in willful misconduct, or otherwise not to the standard of a property management company managing a Comparable Building (any of which, a “Management Problem”), then: (i) approved by Tenant shall give Landlord notice of such Management Problem and Landlord shall have thirty (30) days to cure such Management Problem (plus whatever additional time is reasonably necessary to effectuate such cure so long as Landlord undertakes such cure within the Issuer in its reasonable discretion initial 30-day period); provided, however that if the Management Problem is not cured within such 30-day period when such cure would be possible (or if the Management Problem cannot be cured within the 30-day period and Landlord has failed to commence such cure within such initial 30-day period), Tenant shall provide Landlord with a second (2nd) notice to cure such Management Problem and Landlord shall thereafter have 30-days following Landlord’s receipt of such second (2nd) notice to cure such Management Problem (it being understood and agreed that the foregoing time periods shall be subject to Landlord’s obligations under any mortgage encumbering the Building); and (ii) who has at least three years’ experience if the Management Problem is not cured following the expiration of all notice and cure periods identified in subsection (i) hereinabove, then Tenant may request that Landlord remove the ownershipproperty management company, operation and management of similar size rental housing projectsor any individual property manager, engineer or agent employed thereby, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to Landlord will thereafter commence such projects (the “Manager”). The Borrower shall submit to the Issuer from time to time such information about the background, experience and financial condition of any existing or proposed Manager as the Issuer may reasonably require to determine whether such Manager meets the requirements for a Manager set forth herein. The Issuer reserves the right to conduct periodic reviews of the management practices and of the Manager to determine if the Project is being operated and managed in accordance with the requirements and standards of this Agreement. The Borrower agrees to cooperate with the Issuer in such reviews. If the Issuer determines in its reasonable judgment that the Project is not being operated and managed in accordance with one or more of the material requirements or standards of this Agreement, the Issuer may deliver notice to the Borrower and the Bondowner Representative requesting replacement of the Manager, which notice shall state clearly the reasons for such request. The Borrower agrees that, upon receipt of such notice, it shall within 60 days submit to the Issuer, with a copy to the Bondowner Representative, a proposal to engage a new Manager meeting the requirements of this Section 28. Each of the Issuer and the Bondowner Representative shall respond within 30 days to such proposal or such approval shall be deemed given. Upon receipt of such consent or deemed consent, the Borrower shall within 60 days terminate the existing Manager’s engagement and engage the new Manager. If such proposal is denied by either the Issuer or the Bondowner Representative, the Borrower agrees that upon receipt of notice of such denial, it shall within 60 days submit to the Issuer, with copies to the Bondowner Representative, a proposal to engage another new Manager meeting the requirements of this Section 28replacement, subject to the Issuer’s terms of any mortgage encumbering the Building and Bondowner Representative’s consent the agreement between Landlord and such property management company. If the property management company is an affiliate of Xxxxxxxx, then the foregoing process shall only permit the replacement of an individual property manager or deemed consent pursuant engineer, as opposed to the terms hereofentire property management company (and under no circumstances shall Tenant be able to compel the removal of a Xxxxxxxx affiliate as the property management company). Notwithstanding any other provision of this Section 28 to the contrary, the Bondowner Representative may at any time by written instruction to the Issuer Tenant acknowledges and the Borrower deny the Issuer’s request for a replacement Manager and direct agrees that the existing Manager remedies set forth in this subsection (g) shall be retainedTenant’s sole remedy with respect to a Management Problem, and, in furtherance of the foregoing, Tenant acknowledges and agrees that the remedies set forth in Section 9(g) and Section 29 shall not be applicable with respect to a Management Problem.