Common use of Duties of the Asset Manager Clause in Contracts

Duties of the Asset Manager. The Asset Manager is responsible for advising the Company with respect to managing, operating, directing and supervising the operations and administration of the Company and its assets, including any assets owned by subsidiaries of the Company. The Asset Manager shall have no obligation to take any action that would require the Asset Manager to register as an investment advisor pursuant to the Investment Advisers Act of 1940. Subject to the limitations set forth in this Agreement, including Section 4, and the continuing and exclusive authority of the Board over the management of the Company, the Asset Manager shall perform the following duties: 3.1 serve as the Company’s asset manager and, when reasonably requested, provide the Board with reports in connection with the Company’s assets and investment policies; 3.2 provide, either directly or through access to the Asset Manager’s employees and contractors, the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; 3.3 select, and, on behalf of the Company, engage and conduct business with such persons as the Asset Manager deems necessary to the proper performance of its obligations as set forth in this Agreement, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, developers, construction companies, property owners, property managers, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Asset Manager, and persons acting in any other capacity deemed by the Asset Manager necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing; 3.4 perform such due diligence and underwriting duties as reasonably required by the Board in order for the Board to make a reasonable business judgement as to the acquisition or disposition of an Investment; 3.5 monitor and evaluate the performance of the Company’s Investments, oversee the performance of the property managers for the Investments and coordinate and manage relationships between the Company and any Joint Venture partners; 3.6 provide ongoing services with respect to the management of the Company’s investments including with respect to recommendations regarding capital improvements at a Multifamily Apartment Community, payment and contestation of property and other taxes assessed at a Multifamily Apartment Community and evaluation and recommendations regarding any insurance policies obtained by the Company or a Joint Venture (or any subsidiary thereof); 3.7 negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, or obtain loans for the Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers; and provided, further, that any fees and costs payable to third parties incurred by the Asset Manager in connection with the foregoing shall be the responsibility of the Company; 3.8 from time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to the Company, as applicable, under this Agreement; 3.9 provide the Company with all necessary cash management services; and 3.10 do all things necessary to assure its ability to render the services described in this Agreement.

Duties of the Asset Manager. The Asset Manager is responsible for advising the Company with respect to managing, operating, directing and supervising the operations and administration of the Company and its assets, including any assets owned by subsidiaries of the Company. The Asset Manager shall have no obligation to take any action that would require the Asset Manager to register as an investment advisor pursuant to the Investment Advisers Act of 1940. Subject to the limitations set forth in this Agreement, including Section 4, and the continuing and exclusive authority of the Board over the management of the Company, the Asset Manager shall perform the following duties: 3.1 serve as the Company’s asset manager and, when reasonably requested, provide the Board with reports in connection with the Company’s assets and investment policies; 3.2 provide, either directly or through access to the Asset Manager’s employees and contractors, the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; 3.3 select, and, on behalf of the Company, engage and conduct business with such persons as the Asset Manager deems necessary to the proper performance of its obligations as set forth in this Agreement, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, developers, construction companies, property owners, property managers, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Asset Manager, and persons acting in any other capacity deemed by the Asset Manager necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing; 3.4 perform such due diligence and underwriting duties as reasonably required by the Board in order for the Board to make a reasonable business judgement as to the acquisition or disposition of an Investment; 3.5 monitor and evaluate the performance of the Company’s Investments, oversee the performance of the property managers for the Investments and coordinate and manage relationships between the Company and any Joint Venture partners; 3.6 provide ongoing services with respect to the management of the Company’s investments including with respect to recommendations regarding capital improvements at a Multifamily Apartment Communitymultifamily construction and development projects, payment and contestation of property and other taxes assessed at a Multifamily Apartment Community such projects and evaluation and recommendations regarding any insurance policies obtained by the Company or a Joint Venture (or any subsidiary thereof); 3.7 negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, or obtain loans for the Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers; and provided, further, that any fees and costs payable to third parties incurred by the Asset Manager in connection with the foregoing shall be the responsibility of the Company; 3.8 from time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to the Company, as applicable, under this Agreement; 3.9 provide the Company with all necessary cash management services; and 3.10 do all things necessary to assure its ability to render the services described in this Agreement.