Common use of Asset Manager’s Duties and Responsibilities Clause in Contracts

Asset Manager’s Duties and Responsibilities. Asset Manager’s duties under this Agreement shall be to provide customary and commercially reasonable advisory, consulting and asset management services for the Asset (i.e., the Services). Subject in all events to the Limitations on Authority (as defined in Section 4.3 hereof), Asset Manager’s duties shall include, but not be limited to, the following: (a) to the extent not prohibited by the documents evidencing the applicable Mortgage Loan and not reasonably likely to cause a default or liability under the applicable Guarantees, acting on behalf of Owner with respect to all matters concerning property management, leasing, financing, personnel and asset management with respect to the Property; provided that Asset Manager may not take any action that would constitute a Major Decision; (b) in coordination with Property Manager, maintaining all books of account and records showing the assets and liabilities, operations, transactions and financial condition of Owner and its assets; (c) in coordination with Owner, managing negotiations with respect to a modification or extension of the Mortgage Loan, the replacement of the Mortgage Loan with any new financing or any recapitalization or restructuring of the Property or Owner; (d) proposing business and leasing plans and annual budgets for the Property; (e) to the extent not prohibited by the documents evidencing the Mortgage Loan and not reasonably likely to cause a default or liability under the applicable Guarantees, calculating of Net Cash Flow, managing distributions of Net Cash Flow, including (subject to the Owner’s prior written consent in each instance) the right to withhold distributions of Net Cash Flow and retain Net Cash Flow for Owner; and (f) such other advice, consultation or asset management services that Owner may request from time to time. (g) upon request of the Company, the Asset Manager shall coordinate and supervise lawyers, accountants and other professionals rendering services to the Company in connection with the Property and otherwise. (h) upon request of the Company, the Asset Manager shall monitor the financial situation and progress of the Company and the Projects and assist the Company with the design and supervision of measures directed towards increasing the yield and value of the Property. (i) the Asset Manager shall perform standard banking services within the reasonable scope of Asset Manager’s responsibility to Company. Standard banking services shall include, without limitation, the following: (i) balance reporting and inquiry, (ii) photocopying and other office services, (iii) electronic lockbox processing, (iv) funds transfers, including federal funds wire transfers, (v) check disbursement, (vi) stop payments, and (vii) annual audit confirmation requests. (j) the Asset Manager shall timely provide to the Company reports and other information as set forth in the Operating Agreement. (k) the Asset Manager shall timely provide all reports and other information and attention required pursuant to the Mortgage Loan and any documents related thereto. (l) the Asset Manager shall oversee the Property Manager in the day-to-day management of the Property.

Asset Manager’s Duties and Responsibilities. Asset Manager’s duties under this Agreement shall be to provide customary and commercially reasonable advisory, consulting and asset management services for the Asset (i.e., the Services). Subject in all events to the Limitations on Authority (as defined in Section 4.3 hereof), Asset Manager’s duties shall include, but not be limited to, the following: (a) to the extent not prohibited by the documents evidencing the applicable Mortgage Loan and not reasonably likely to cause a default or liability under the applicable Guarantees, acting on behalf of Owner with respect to all matters concerning property management, leasing, financing, personnel and asset management with respect to the Property; provided that that, except as otherwise provided in Section 4.3(a) below, Asset Manager may not take any action that would constitute a Major Decision; (b) in coordination with Property Manager, maintaining all books of account and records showing the assets and liabilities, operations, transactions and financial condition of Owner and its assetsassets as specified in the Operating Agreement; (c) in coordination with Owner, managing negotiations with respect to a any further modification or extension of the Mortgage Loan, the replacement of the Mortgage Loan with any new financing or any recapitalization or restructuring of the Property or Owner; (d) proposing business and leasing plans and annual budgets for the Property; (e) to the extent not prohibited by the documents evidencing the Mortgage Loan and not reasonably likely to cause a default or liability under the applicable Guarantees, calculating of Net Cash Flow, managing distributions of Net Cash Flow, including (subject to the Owner’s prior written consent in each instance) the right to withhold distributions of Net Cash Flow and retain Net Cash Flow for Owner; and; (f) such other advice, consultation or asset management services that Owner may request from time to time.; (g) upon request of the CompanyOwner, the Asset Manager shall coordinate and supervise lawyers, accountants and other professionals rendering services to the Company Owner in connection with the Property and otherwise.; (h) upon request of the CompanyOwner, the Asset Manager shall monitor the financial situation and progress of the Company Owner and the Projects Property and assist the Company Owner with the design and supervision of measures directed towards increasing the yield and value of the Property.; (i) the Asset Manager shall perform standard banking services within the reasonable scope of Asset Manager’s responsibility to CompanyOwner. Standard banking services shall include, without limitation, the following: (i) balance reporting and inquiry, (ii) photocopying and other office services, (iii) electronic lockbox processing, (iv) funds transfers, including federal funds wire transfers, (v) check disbursement, (vi) stop payments, and (vii) annual audit confirmation requests.; (j) the Asset Manager shall timely provide to the Company Owner reports and other information as set forth in the Operating Agreement.; (k) the Asset Manager shall timely provide all reports and other information and attention required pursuant to the Mortgage Loan and any documents related thereto.; (l) the Asset Manager shall oversee the Property Manager under the Property Management Agreement in the day-to-day management of the Property; (m) the Asset Manager shall arrange for the purchase of liability and other insurance to protect the Owner’s employees, officers, property and business; (n) the Asset Manager shall invest any Owner funds (by way of example but not limitation) in time deposits, short-term governmental obligations, or other investments, provided the funds in any such investment vehicle are insured by the Federal Deposit Insurance Corporation (or its successor or replacement); (o) subject to the terms of the Operating Agreement, the Asset Manager shall employ accountants, engineers, architects, surveyors, attorneys, managing agents, leasing agents, and other experts to perform services for the Owner and arrange to compensate such parties from Owner funds; and (p) Subject to the terms of the Mortgage Loan, the Asset Manager may from time to time open bank accounts, brokerage accounts and other accounts in the name of the Company, provided, however, the Managers of Owner shall be the sole signatories thereon, unless the Owner directs the Asset Manager otherwise.