Common use of Replacement of Campus Crest as Day-to-Day Manager; Executive Committee Changes upon Clause in Contracts

Replacement of Campus Crest as Day-to-Day Manager; Executive Committee Changes upon. (a) In the event a Campus Crest Triggering Event, HSRE may elect, by delivery of ten (10) days prior written notice thereof to Campus Crest, to replace Campus Crest as the Member vested with day-to-day management control of the affairs of the Company or to admit an Affiliate of HSRE in such capacity, effective as of the date of the occurrence of such Campus Crest Triggering Event or Event of Withdrawal as hereinafter defined (the “Conversion Date”). In the event HSRE exercises its rights under this Section 6.5(a), Campus Crest or its successor-in-interest, as the case may be, shall promptly upon demand of HSRE execute and deliver to the Company all documents that may be necessary or appropriate, in the opinion of counsel of the Company, to effect the transfer of management control of the day-to-day affairs of the Company and Campus Crest shall remain liable for all liabilities, duties and obligations of Campus Crest arising prior to such transfer of rights. From and after the Conversion Date (whether or not such conversion election is made by HSRE), Campus Crest shall have no rights to participate in the management and affairs of the Company. In addition, upon the occurrence of a Campus Crest Triggering Event, HSRE shall have the right, by delivery of written notice thereof to Campus Crest, to direct all Executive Committee members previously appointed by Campus Crest to immediately resign as Executive Committee members as of the date of occurrence of the Campus Crest Triggering Event and after the Campus Crest Conversion Date, (i) Campus Crest shall have no right to appoint any Executive Committee Members, (ii) HSRE shall have the right to appoint all Executive Committee Members, (iii) HSRE shall have the right to reduce the size of the Executive Committee to any number it desires in its sole and absolute discretion, and (iv) Campus Crest shall have no right to vote on any Major Decisions or other matters relating to the Company or otherwise make any decisions on behalf of the Company, including, without limitation, exercising any right to sell the Properties pursuant to Article 9. Notwithstanding anything in this Section 6.5 to the contrary, Campus Crest shall retain the right to receive distributions of the Company Operating Cash Flow and Capital Proceeds pursuant to Article 4 herein. (b) If HSRE terminates Campus Crest’s management rights as provided above, HSRE shall be entitled to provide and perform, or retain another Person to provide and perform, the facilities, personnel and services formerly performed by Campus Crest (or its Affiliate) and HSRE or such Person shall be entitled to a reasonable rate of compensation for such services and to reimbursement for all expenses reasonably incurred in connection therewith, including, without limitation, the cost of facilities, supplies and personnel acquired, used or retained exclusively for the Company and an allocable portion of HSRE’s or such Person’s general and administrative expenses to reflect the value of shared facilities, supplies and personnel.