Common use of Management of the Property Clause in Contracts

Management of the Property. (a) Contributor shall not enter into any agreement or arrangement with any Person who is not an Affiliate of Contributor pursuant to which such Person shall provide management services in respect of the Property unless the Partnership provides its prior written consent. (b) From and after the Effective Date through the Closing Date, Contributor agrees to (i) keep the Property insured under its current or comparable policies which shall include property insurance for the buildings and improvements forming a part of the Property on an “special form of loss” basis in an amount not less than the full replacement cost of such buildings and improvements (provided that if the Terrorism Risk Insurance Program Reauthorization Act of 2007 (TRIPRA) is not renewed or extended (or otherwise replaced by a substantially similar statute by December 31, 2014, Contributor, in its sole discretion, shall have the option as to whether coverage for terrorism events is provided for the Property), (ii) operate and maintain (and to use reasonable efforts to cause Tenants having an obligation to do so under the Leases to operate and maintain) the Property substantially in accordance with past practices, normal wear and tear excepted (and to comply in all material respects with its obligations under the Ground Lease, the Leases and the Operating Agreement), (iii) consult with and keep the Partnership reasonably informed with respect to the hiring of personnel and other operational decisions with respect to the Property, and consider in good faith any comments and requests of the Partnership with respect thereto, (iv) consult with and keep the Partnership reasonably informed with respect to the plans for the “grand opening” of the Property, incur expenses in accordance with the “grand opening” budget, and obtain the Partnership’s prior written consent, not to be unreasonably withheld, delayed or conditioned, for any reduction of the “grand opening” budget amount (which, for the avoidance of doubt, is $1,000,000) and (v) otherwise cooperate with the Partnership and PREIT Newco to facilitate the transition of ownership of the Property to PREIT Newco.

Management of the Property. (a) Contributor shall not enter into any agreement or arrangement with any Person who is not an Affiliate The parties hereto acknowledge and agree that the Improvements will be constructed and completed on a phased delivery schedule throughout the pendency of Contributor pursuant this Agreement as provided by Seller prior to which such Person shall provide management services in respect the expiration of the Property unless the Partnership provides its prior written consent. Initial Inspection Period (b) From it being acknowledged such schedule shall be a good faith estimate for informational purposes only, and after the Effective Date through the Closing Date, Contributor agrees to (i) keep the Property insured under its current or comparable policies which shall include property insurance for the buildings and improvements forming a part of the Property on an “special form of loss” basis in an amount not less than the full replacement cost of such buildings and improvements (provided that if the Terrorism Risk Insurance Program Reauthorization Act of 2007 (TRIPRA) is not renewed schedule may be modified or extended (by Seller as the result of Change Orders, Force Majeure or as Seller otherwise replaced by a substantially similar statute by December 31, 2014, Contributor, in its sole discretion, shall have reasonably deems necessary or appropriate to complete the option as to whether coverage for terrorism events is provided for the Property), (ii) operate and maintain (and to use reasonable efforts to cause Tenants having an obligation to do so under the Leases to operate and maintain) the Property substantially in accordance with past practices, normal wear and tear excepted (and to comply in all material respects with its obligations under the Ground Lease, the Leases and the Operating Agreement), (iii) consult with and keep the Partnership reasonably informed with respect to the hiring of personnel and other operational decisions with respect to the Property, and consider in good faith any comments and requests of the Partnership with respect thereto, (iv) consult with and keep the Partnership reasonably informed with respect to the plans for the “grand opening” of the Property, incur expenses Work in accordance with the “grand opening” budgetterms of this Agreement, the loan documents for Seller’s development financing, and obtain applicable laws, regulations or governmental requirements). Upon the Partnership’s prior written consent, not to be unreasonably withheld, delayed or conditioned, for completion of any reduction portion of the Improvements, Seller shall engage Greystar (the “grand opening” budget amount (which, for the avoidance of doubt, is $1,000,000Management Company”) and (v) otherwise cooperate with the Partnership and PREIT Newco to facilitate the transition of ownership manage those completed portions of the Property (at Seller’s expense for all periods prior to PREIT NewcoClosing, and at Buyer’s expense following Closing) and any other Improvements until the date on which the Project is ninety percent (90%) occupied (“Occupancy”), pursuant to a management agreement upon terms and conditions reasonably acceptable to Buyer (the “Management Agreement”) and in accordance with management practices consistent with Class A apartment industry standards; provided that the Management Agreement shall contain provisions (i) allowing Buyer to terminate the Management Agreement upon thirty days’ notice to Greystar at any time after Occupancy is achieved, and (ii) providing a thirty (30) day severance payment, to be paid by Buyer, to any members of the Management Company’s onsite staff that are not retained by any company replacing the Management Company following Buyer’s termination of the Management Agreement. Buyer shall assume the Management Agreement at Closing in accordance with the terms of this Agreement. The Management Company shall manage the Improvements solely for Seller’s benefit prior to Closing and solely for Buyer’s benefit after Closing.

Management of the Property. Between the Effective Date of this Agreement and the Closing Date: (ai) Contributor Sellers shall cause the Property to be operated, maintained and managed in a manner consistent with the present management of the Property; (ii) Sellers shall not enter into or amend any contract or agreement (except for renewals of expiring Service Contracts that are terminable without cost upon prior notice of thirty (30) days or less) that would remain binding on the owner of the Property after the Closing without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed; provided that no consent shall be required for any contract that is terminable without cost upon prior notice of thirty (30) days or less; provided further, however, that Buyer may withhold its consent in its sole and absolute discretion to any new contract or agreement or amendment thereto that would remain binding on the owner of the Property after the Closing; and (iii) Sellers shall not enter into any agreement renewal, amendment or arrangement with any Person who is not an Affiliate of Contributor pursuant to which such Person shall provide management services in respect expansion of the Property unless Occupancy Lease or any new leases without the Partnership provides its prior written consent. consent of Buyer, which consent Buyer may withhold in its sole and absolute discretion and which consent shall be deemed to have been withheld if Buyer fails to disapprove any renewal, amendment or expansion of the Occupancy Lease or any new lease submitted to it by Sellers during such time period within five (b5) From and Business Days after Buyer’s receipt thereof. On or prior to the Closing, Seller shall give notices to cancel each of the Service Contracts listed in a written notice delivered to Seller by Buyer no later than two (2) Business Days prior to the Closing Date. Buyer acknowledges that some or all of the Service Contracts in effect as of the Effective Date through of this Agreement may require not less than thirty (30) days advance notice of cancellation, and therefore, some or all of the requested Service Contracts may remain effective following the Closing Date, Contributor agrees to in which case: (i) keep the Property insured under its current or comparable policies which Seller shall include property insurance for the buildings assign such Service Contracts to Buyer at Closing; and improvements forming a part of the Property on an “special form of loss” basis in an amount not less than the full replacement cost of such buildings and improvements (provided that if the Terrorism Risk Insurance Program Reauthorization Act of 2007 (TRIPRA) is not renewed or extended (or otherwise replaced by a substantially similar statute by December 31, 2014, Contributor, in its sole discretion, shall have the option as to whether coverage for terrorism events is provided for the Property), (ii) operate and maintain (and Buyer shall be responsible for all payments required to use reasonable efforts to cause Tenants having an obligation to do so be made under the Leases to operate and maintain) the Property substantially in accordance with past practices, normal wear and tear excepted (and to comply in all material respects with its obligations under the Ground Lease, the Leases and the Operating Agreement), (iii) consult with and keep the Partnership reasonably informed with respect to the hiring of personnel and other operational decisions with respect to the Property, and consider in good faith any comments and requests of the Partnership with respect thereto, (iv) consult with and keep the Partnership reasonably informed with respect to the plans such Service Contracts for the “grand opening” of period from the Property, incur expenses in accordance with Closing Date through and including the “grand opening” budget, and obtain the Partnership’s prior written consent, not to be unreasonably withheld, delayed or conditioned, for any reduction of the “grand opening” budget amount (which, for the avoidance of doubt, is $1,000,000) and (v) otherwise cooperate with the Partnership and PREIT Newco to facilitate the transition of ownership of the Property to PREIT Newcodate on which such Service Contracts terminate.

Management of the Property. Sellers agree that during the period between the Effective Date and the Closing Date: (a) Contributor Sellers shall not enter into any agreement or arrangement with any Person who is not an Affiliate of Contributor pursuant to which such Person shall provide management services in respect of cause the Property unless to be operated, managed and maintained in the Partnership provides its manner which is substantially similar to the manner it has been operated and maintained during the twelve (12) month period prior written consent.to the Effective Date, so that the Property shall, except for normal wear and tear, be in substantially the same condition on the Closing Date as on the Effective Date; (b) From Sellers will cause the Company to maintain property and after liability insurance coverage in the Effective Date through the Closing Date, Contributor agrees to (i) keep the Property insured under its current or comparable policies which shall include property insurance for the buildings and improvements forming a part ordinary course of the Property on an “special form of loss” basis in an amount not less than the full replacement cost of such buildings and improvements (provided that if the Terrorism Risk Insurance Program Reauthorization Act of 2007 (TRIPRA) is not renewed or extended (or otherwise replaced by a substantially similar statute by December 31, 2014, Contributor, in its sole discretion, shall have the option as to whether coverage for terrorism events is provided for the Property), (ii) operate and maintain (and to use reasonable efforts to cause Tenants having an obligation to do so under the Leases to operate and maintain) the Property substantially in accordance with past practices, normal wear and tear excepted (and to comply in all material respects with its obligations under the Ground Lease, the Leases and the Operating Agreement), (iii) consult with and keep the Partnership reasonably informed Company’s business with respect to the hiring Property from the date hereof through the Closing Date or earlier termination of personnel this Contract; (c) promptly notify Purchaser within five (5) Business Days of receipt by Seller, of (x) any notice of any violations of zoning, building, fire, health environmental or other Applicable Laws relating or referring to the Company, the Hotel or any improvements thereon, (y) of any written claim or notice of dispute relating to or affecting the Company or the Hotel, and (z) any written notice of default received by the Company under any Lease or other operational decisions third party contract following the Effective Date; (d) cause the Company to renew all Permits; (e) Sellers will not permit the Company to grant any lien or cause any instrument to be recorded that would further encumber the Property in any manner, other than memoranda of lease and/or subordination, non-disturbance and attornment agreements with respect to Leases entered into in accordance with the terms hereof or liens or encumbrances to be discharged as of the Closing Date; (f) Following the end of the Inspection Period until the Closing Date or earlier termination of this Agreement, without the prior written consent of Purchaser, Sellers shall not (x) enter into any third party contracts, equipment leases or other material agreements affecting the Company or the Property, or (y) amend, modify, terminate or accept the surrender of any existing tenancies pursuant to any Lease; provided, however, that during the Inspection Period, Sellers shall promptly notify Purchaser of any such contract, agreement or tenancy that is entered into or modified as described in (x) or (y), and deliver to Purchaser copies of all documents executed in connection therewith. (g) Sellers shall deliver a notice of termination with respect to the Property, and consider in good faith any comments and requests of the Partnership with respect thereto, (iv) consult with and keep the Partnership reasonably informed Contracts with respect to the plans for Company and the “grand opening” Property except the Assumed Contracts. All termination fees and any other costs and expenses relating to such termination shall be the responsibility solely of the Property, incur expenses in accordance with the “grand opening” budgetSellers, and obtain the Partnership’s prior written consent, Purchaser shall not to be unreasonably withheld, delayed have any responsibility or conditioned, for any reduction of the “grand opening” budget amount (which, for the avoidance of doubt, is $1,000,000) and (v) otherwise cooperate with the Partnership and PREIT Newco to facilitate the transition of ownership of the Property to PREIT Newco.liability therefor; and

Management of the Property. Between the Effective Date of this Agreement and the Closing Date: (ai) Contributor Sellers shall cause the Property to be operated, maintained and managed in a manner consistent with the present management of the Property; (ii) Sellers shall not enter into or amend any contract or agreement (except for renewals of expiring Service Contracts that are terminable without cost upon prior notice of thirty (30) days or less) that would remain binding on the owner of the Property after the Closing without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed; provided that no consent shall be required for any contract that is terminable without cost upon prior notice of thirty (30) days or less; provided further, however, that Buyer may withhold its consent in its sole and absolute discretion to any new contract or agreement or amendment thereto that would remain binding on the owner of the Property after the Closing; and (iii) Sellers shall not enter into any agreement Additional Occupancy Leases or arrangement with any Person who is not an Affiliate of Contributor pursuant to which such Person shall provide management services in respect renewals, amendments or expansions of the Property unless Occupancy Leases without the Partnership provides its prior written consent. consent of Buyer, which consent Buyer may withhold in its sole and absolute discretion and which consent shall be deemed to have been withheld if Buyer fails to disapprove any renewal, amendment or expansion of any Occupancy Lease or any Additional Occupancy Lease submitted to it by Sellers during such time period within five (b5) From and Business Days after Buyer’s receipt thereof. On or prior to the Closing, Seller shall give notices to cancel each of the Service Contracts listed in a written notice delivered to Seller by Buyer no later than two (2) Business Days prior to the Closing Date. Buyer acknowledges that some or all of the Service Contracts in effect as of the Effective Date through of this Agreement may require not less than thirty (30) days advance notice of cancellation, and therefore, some or all of the requested Service Contracts may remain effective following the Closing Date, Contributor agrees to in which case: (i) keep the Property insured under its current or comparable policies which Seller shall include property insurance for the buildings assign such Service Contracts to Buyer at Closing; and improvements forming a part of the Property on an “special form of loss” basis in an amount not less than the full replacement cost of such buildings and improvements (provided that if the Terrorism Risk Insurance Program Reauthorization Act of 2007 (TRIPRA) is not renewed or extended (or otherwise replaced by a substantially similar statute by December 31, 2014, Contributor, in its sole discretion, shall have the option as to whether coverage for terrorism events is provided for the Property), (ii) operate and maintain (and Buyer shall be responsible for all payments required to use reasonable efforts to cause Tenants having an obligation to do so be made under the Leases to operate and maintain) the Property substantially in accordance with past practices, normal wear and tear excepted (and to comply in all material respects with its obligations under the Ground Lease, the Leases and the Operating Agreement), (iii) consult with and keep the Partnership reasonably informed with respect to the hiring of personnel and other operational decisions with respect to the Property, and consider in good faith any comments and requests of the Partnership with respect thereto, (iv) consult with and keep the Partnership reasonably informed with respect to the plans such Service Contracts for the “grand opening” of period from the Property, incur expenses in accordance with Closing Date through and including the “grand opening” budget, and obtain the Partnership’s prior written consent, not to be unreasonably withheld, delayed or conditioned, for any reduction of the “grand opening” budget amount (which, for the avoidance of doubt, is $1,000,000) and (v) otherwise cooperate with the Partnership and PREIT Newco to facilitate the transition of ownership of the Property to PREIT Newcodate on which such Service Contracts terminate.