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                                                                         EXHIBIT 10.19                                                     Freddie Mac Loan No. 504021338                                                           Heritage Place Apartments                 ASSIGNMENT OF MANAGEMENT AGREEMENT AND                    SUBORDINATION OF MANAGEMENT FEES                                  (Revised 7-12-2016)   THIS  ASSIGNMENT    OF MANAGEMENT      AGREEMENT     AND  SUBORDINATION     OF  MANAGEMENT FEES      ("Assignment") is made effective as of the 31st day of July, 2018, by  and among  STAR   HERITAGE    PLACE,  LLC,   a Delaware limited liability company  ("Borrower"), PNC BANK,  NATIONAL    ASSOCIATION,    a national banking association  ("Lender"), and STEADFAST MANAGEMENT COMPANY, INC.,        a California corporation  ("Property Manager").                                     RECITALS:   A.    Borrower has requested that Lender make a loan to Borrower ("Loan"). The Loan will be        evidenced by a Multifamily Note from Borrower to Lender effective as of the date of this        Assignment ("Note"). The Note is secured by, among other things, a Multifamily Loan        and Security Agreement ("Loan Agreement") and a Multifamily Deed of Trust,        Absolute Assignment of Leases and Rents and Security Agreement (Including Fixture        Filing) ("Security Instrument"), dated as of the date of this Assignment, which grants        Lender a lien on the prope11y encumbered by the Security Instrument ("Mortgaged        Property"). The Note, the Loan Agreement, the Security Instrument, this Assignment        and any of the other documents evidencing the Loan are collectively referred to as the        "Loan Documents". Other capitalized terms used but not defined in this Assignment will        have the meanings given to those tenns in the Loan Agreement.   B.    Pursuant to a Management Agreement  between Borrower and Property Manager        ("Management Agreement") (a true and correct copy of which is attached as Exhibit B),        Borrower employed Property Manager exclusively to lease, operate and manage the        Mortgaged Property, and Property Manager is entitled to certain management fees        ("Management Fees") pursuant to the Management Agreement.   C.    Lender requires as a condition to the making of the Loan that Borrower assign the        Management  Agreement and that Property Manager subordinate its interest in the        Management Fees in lien and payment to the Loan as set forth below.   For good and valuable consideration the parties agree as follows:   1.    Assignment of Management Agreement. As additional collateral security for the Loan,        Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower's right,        title and interest in and to the Management Agreement and all extensions and renewals.        This transfer and assignment will automatically become a present, unconditional        assignment, at Lender's option, upon a default by Borrower under the Note, the Loan        Agreement, the Security Instrument or any of the other Loan Documents ( each, an        "Event of Default"), and the failure of Borrower to cure such Event of Default within        any applicable grace period.   2.    Subordination of Management  Fees. The Management  Fees and all rights and        privileges of Property Manager to the Management Fees are and will at all times continue        to be subject and unconditionally subordinate in all respects in lien and payment to the   Assignment of Management Agreement and  Subordination of Management Fees  





 






      lien and payment of the Loan Agreement, the Security Instrument, the Note, and the other        Loan  Documents, and to  any renewals, extensions, modifications, assignments,        replacements, or consolidations of the Loan Documents and the rights, privileges, and        powers of Lender under the Note, the Loan Agreement, the Security Instrument, or any of        the other Loan Documents.   3.    Estoppel. Property Manager and Borrower represent and warrant that all of the following        are true as of the date of this Assignment:         (a)   The Management Agreement is in full force and effect and has not been modified,              amended or assigned other than pursuant to this Assignment.        (b)   Neither Property Manager nor Borrower is in default under any of the tenns,              covenants or provisions of the Management Agreement and Property Manager              knows of no event which, but for the passage of time or the giving of notice or              both, would constitute an event of default under the Management Agreement.        (c)   Neither Property Manager nor Borrower has commenced any action or given or              received any notice for the purpose of tenninating the Management Agreement.        (d)   The Management  Fees and all other sums due and payable to the Property              Manager under the Management Agreement have been paid in full.   4.    Agreement by Borrower  and Property Manager. Borrower and Property Manager        agree that if there is an Event of Default by Borrower ( continuing beyond any applicable        grace period) under the Note, the Loan Agreement, the Security Instrument or any of the        other Loan Documents during the term of this Assignment or upon the occmTence of any        event which would entitle Lender to tenninate the Management Agreement in accordance        with the tenns of the Loan Documents, Lender may tenninate the Management        Agreement without payment of any cancellation fee or penalty and require Property        Manager to transfer its responsibility for the management of the Mortgaged Property to a        management company selected by Lender in Lender's sole discretion, effective as of the        date set forth in Lender's notice to Property Manager. Following any such tennination,        Property Manager agrees to apply all rents, security deposits, issues, proceeds and profits        of the Mortgaged Property in accordance with Lender's written directions to Property        Manager.   5.    Lender's Right to Replace Property Manager. If Lender, in Lender's reasonable        discretion, at any time during the tenn of this Assignment, detennines that the Mortgaged        Property is not being managed in accordance with generally accepted management        practices for properties similar to the Mortgaged Property, Lender will deliver written        notice to Borrower and Property Manager, which notice will specify with particularity the        grounds for Lender's determination. If Lender reasonably detennines that the conditions        specified in Lender's notice are not remedied to Lender's reasonable satisfaction by        Borrower or Property Manager within 30 days from receipt of such notice or that        Bmrnwer  or Property Manager have failed to diligently undertake correcting such        conditions within such 30-day period, Lender may direct Borrower to tenninate Property        Manager  as manager of the Mortgaged Prope1ty and tenninate the Management        Agreement without payment of any cancellation fee or penalty and to replace Property        Manager with a management company acceptable to Lender in Lender's sole discretion        pursuant to a management agreement acceptable to Lender in Lender's sole discretion.    Assignment of Management Agreement and  Subordination of Management Fees                                          Page2  





 






6.    Receipt of Management Fees. Property Manager will not be obligated to return or        refund to Lender any Management Fees or other fee, commission or other amount        received by Property Manager prior to the occurrence of the Event of Default, and to        which Property Manager was entitled under the Management Agreement. If the Property        Manager receives any Management Fees after it has received notice of an Event of        Default, Property Manager agrees that such Management Fees will be received and held        in trust for Lender, to be applied by Lender to amounts due under the Loan Documents.   7.    Consent and Agreement by Property Manager. Property Manager acknowledges and        consents to this Assignment and agrees that Property Manager will act in confonnity with        the provisions of this Assigmnent and Lender's rights under this Assigmnent or otherwise        related to the Management Agreement. If the responsibility for the management of the        Mortgaged Property is transferred from Property Manager in accordance with the        provisions of this Assignment, then Property Manager will fully cooperate in transferring        its responsibility to a new management company and complete such transfer no later than        30 days from the date the Management Agreement is terminated. Further, Property        Manager agrees as follows:         (a)   It will not contest or impede the exercise by Lender of any right Lender has under              or in connection with this Assigmnent.         (b)   It will give at least 30 days prior written notice to Lender of its intention to              terminate the Management Agreement or otherwise discontinue its management              of the Mortgaged Property, in the manner provided for in this Assignment.         ( c)  It will not mnend any of the provisions or tenns of the Management Agreement              without the prior consent of Lender.  8.    Termination. When the Loan is paid in full and the Security Instrument is released or        assigned of record, this Assignment and all of Lender's right, title and interest hereunder        with respect to the Management Agreement will terminate.  9.    Notices.        (a)   All notices under or concerning this Assignment ("Notice") will be in writing.              Each Notice will be deemed given on the earliest to occur of: (i) the date when              the Notice is received by the addressee, (ii) the first Business Day after the Notice              is delivered to a recognized overnight courier service, with arrangements made for              payment of charges for next Business Day delivery, or (iii) the third Business Day              after the Notice is deposited in the United States mail with postage prepaid,              certified mail, return receipt requested. Addresses for Notice are as follows:                Ifto Lender:        PNC Bank, National Association                                   26901 Agoura Road, Suite 200                                   Calabasas Hills, California 91301                                   Attention: Loan Servicing Manager    Assignment of Management Agreement and  Subordination of Management Fees                                          Page 3  





 






             If to Borrower:     STAR Heritage Place, LLC                                   c/o Steadfast Companies                                   18100 Von Karman A venue, Suite 500                                   Irvine, California 92612                                   Attention - General Counsel: Ana Marie del Rio                If to Property      Steadfast Management Company, Inc.               Manager:            c/o Steadfast Companies                                   18100 Von Karman Avenue, Suite 500                                   Irvine, California 92612                                   Attention - General Counsel: Ana Marie del Rio         (b)   Any party to this Assignment may change the address to which Notices intended              for it are to be directed by means of Notice given to the other parties in              accordance with this Section 9. Each party agrees that it will not refuse or reject              delivery of any Notice given in accordance with this Section 9, that it will              acknowledge, in writing, the receipt of any Notice upon request by the other party              and that any Notice rejected or refused by it will be deemed for purposes of this              Section 9 to have been received by the rejecting party on the date so refused or              rejected, as conclusively established by the records of the U.S. Postal Service or              the courier service.   10.   Governing Law; Consent to Jurisdiction and Venue.        (a)   This Assignment will be construed in accordance with and governed by the laws              of the Property Jurisdiction.        (b)   Borrower and Property Manager agree that any controversy arising under or in              relation to this Assignment may be litigated in the Property Jurisdiction. The state              and federal courts and authorities with jurisdiction in the Property Jurisdiction              will have jurisdiction over all controversies that may arise under or in relation to              this Assignment. Borrower and Property Manager irrevocably consent to service,              jurisdiction and venue of such courts for any such litigation and waive any other              venue to which it might be entitled by virtue of domicile, habitual residence or              otherwise. However, nothing in this Section 10 is intended to limit Lender's right              to bring any suit, action or proceeding relating to matters under this Assignment              in any court of any other jurisdiction.   11.   Captions, Cross References and Exhibits. The captions assigned to provisions of this        Assigmnent are for convenience only and will be disregarded in construing this        Assigmnent. Any reference in this Assigmnent to an "Exhibit" or a "Section," unless        otherwise explicitly provided, will be construed as referring, respectively, to an Exhibit        attached to this Assignment or to a section of this Assigmnent. All Exhibits attached to or        referred to in this Assignment are incorporated by reference into this Assigmnent.  12.   Number and Gender. Use of the singular in this Assigmnent includes the plural, use of        the plural includes the singular, and use of one gender includes all other genders, as the        context may require.  13.   No Partnership. This Assignment is not intended to, and will not, create a partnership or        joint venture among the parties, and no party to this Assignment will have the power or        authority to bind any other party except as explicitly provided in this Assigmnent.   Assignment of Management Agreement and  Subordination of Management Fees                                          Page4  





 






14.   Severability. The invalidity or unenforceability of any provision of this Assigmnent will        not affect the validity of any other provision, and all other provisions will remain in full        force and effect.   15.   Entire Assignment. This Assignment contains the entire agreement among the parties as        to the rights granted and the obligations assumed in this Assignment.   16.   No Waiver; No Remedy Exclusive. Any forbearance by a party to this Assigmnent in        exercising any right or remedy given under this Assignment or existing at law or in        equity will not constitute a waiver of or preclude the exercise of that or any other right or        remedy. Unless otherwise explicitly provided, no remedy under this Assignment is        intended to be exclusive of any other available remedy, but each remedy will be        cumulative and will be in addition to other remedies given under this Assignment or        existing at law or in equity.   17.   Third Party Beneficiaries. Neither any creditor of any party to this Assigmnent, nor any        other person, is intended to be a third party beneficiary of this Assigmnent.   18.   Further Assurances and Corrective Instruments. To the extent pennitted by law, the        parties will, from time to time, execute, acknowledge and deliver, or cause to be        executed, acknowledged and delivered, such supplements to this Assignment and such        further instruments as may reasonably be required for carrying out the intention of or        facilitating the perfonnance of this Assigmnent.  19.   Counterparts. This Assigmnent may be executed in multiple counterparts, each of which        will constitute an original document and all of which together will constitute one        agreement.  20.   Indemnity. By executing this Assignment Borrower agrees to indemnify and hold        hannless Lender and its successors and assigns from and against any and all losses,        claims, damages, liabilities and expenses including Attorneys' Fees and Costs, which        may be imposed or incurred in connection with this Assigmnent.   21.   Costs and Expenses. Wherever pursuant to this Assignment it is provided that Borrower        will pay any costs and expenses, such costs and expenses will include Lender's        Attorneys' Fees and Costs.   22.   Determinations by Lender. In any instance where the consent or approval of Lender        may be given or is required, or where any detennination, judgment or decision is to be        rendered by Lender under this Assigmnent, the granting, withholding or denial of such        consent or approval and the rendering of such detennination, judgment or decision will        be made or exercised by Lender (or  its designated representative) at its sole and exclusive        option and in its sole and absolute discretion and will be final and conclusive, except as        may be otherwise expressly and specifically provided in this Assigmnent.   23.   Successors and Assigns. This Assignment will be binding upon and inure to the benefit        of Borrower, Lender and Property Manager and their respective successors and assigns        forever.  24.   Secondary Market. Lender may sell, transfer and deliver the Note and assign the Loan        Agreement, the Security Instrument, this Assigmnent and the other Loan Documents to        one or more investors in the secondary mortgage market ("Investors"). In connection   Assignment of Management Agreement and  Subordination of Management Fees                                         Page 5  





 






      with such sale, Lender may retain or assign responsibility for serv1cmg the Loan,        including the Note, the Loan Agreement, the Security Instrument, this Assignment and        the other Loan Documents, or may delegate some or all of such responsibility and/or        obligations to a servicer including any subservicer or master servicer, on behalf of the        Investors. All references to Lender in this Assignment will refer to and include any such        servicer to the extent applicable.   25.   Attached Exhibits. The following Exhibits, if marked with an "X" in the space        provided, are attached to this Assigmnent:                  Exhibit A     Modifications to Assignment                  Exhibit B     Copy of Management Agreement   IN WITNESS  WHEREOF    the undersigned have executed this Assignment as of the date and  year first written above.                             [END OF PAGE- SIGNATURES TO FOLLOW]    Assignment of Management Agreement and  Subordination of Management Fees                                         Page 6  





 






                                      BORROWER:                                         STAR HERITAGE PLACE, LLC, a Delaware                                           limited liability company                                         By:  Steadfast Apartment Advisor, LLC, a                                             Delaware limited liability company, its                                             Manager                                              By:                                                 Ella S. Neyland      /                                                  President    Assignment of Management Agreement and  Subordination of Management Fees                                            Page S-1  





 






                                             LENDER:                                                PNC   BANK, NATIONAL ASSOCIATION,              a                                                   national banking association                                                By:~c·((~                                                   KeliATyler                                                   Vice President    Assignment of Management Agreement and  Subordination of Management Fees                                                          Page S-2  





 






                                          PROPERTY MANAGER:                                            STEADFAST MANAGEMENT COMPANY,                                                INC., a Califo  ia corporation                                                                                _J)  /    Assignment of Management Agreement and  Subordination of Management Fees                                                      Page S-3  





 






                                  EXHIBIT A                         MODIFICATIONS TO ASSIGNMENT   The following modifications are made to the text of the Assignment that precedes this Exhibit.   1.    Section 3(a) is deleted in its entirety and replaced with the following:         (a)   The Management Agreement is in full force and effect and has not been modified,              Q! amended or assigned other than purnuant to this Assignment. There are no              assignments of the Management Agreement that remain in effect other than              pursuant to this Assignment.   2.    Section 6 is deleted in its entirety and replaced with the following:         6.    Receipt of Management Fees. Manager will not be obligated to return or refund              to Lender any Management Fees or other fee, commission or other amount              received by Property Manager prior to the occurrence of the Event of Default, and              to which Property Manager was entitled under the Management Agreement. If the              Property Manager receives any Management Fees after it has received notice of an              Event of Default, Property Manager agrees that such Management Fees will be              received and held in trust for Lender, to be applied by Lender to amounts due under              the Loan Documents; provided, however, that nothing herein shall prevent              Property Manager from terminating the Management Agreement in the event              Property Manager is not paid all fees due to it under the Management              Agreement.    Assignment of Management Agreement and  Subordination of Management Fees                                        PageA-1  





 






                                          EXHIBITB                                 MANAGEMENT AGREEMENT                                             See Attached    Assignment of Management Agreement and  Subordination of Management Fees                                                          Page B-1  





 






                 PROPERTY MANAGEMENT AGREEMENT          THIS PROPERTY MANAGEMENT          AGREEMENT (this   "Agreement'') is made and   entered into as of April 'v1, 2015 (the ,:Effective Date"), by and between STAR  HERITAGE   PLACE,   LLC,  a  Delaware  limited liability company ("Owner"),  and  STEADFAST  MANAGEMENT COMPANY, INC., a California corporation ("Manager").                                        ARTICLE   1                                     DEFINITIONS          Section 1.1  Definitions, The following terms shall have the following meanings when   used in this Agreement          "Agreement"  has the meaning given in the introductory paragraph.          "Annual Business Plan" has the meaning given in Section 3.11 (a).          "Capital Budget" has the meaning given in Section 3.1 l(a).          "Depository" means such bank or federally-insured or other financial institution as Owner   shall designate in writing.          "Effective DateH has the meaning given in the introductory paragraph.          "Fiscal Ycar"  means the calendar year begi1U1ing January 1 and ending December 31 of   each calendar year, or such other fiscal year as detem1ined by Owner and of which Manager is   notified in writing; provided that the first Fiscal Year of this Agreement shall be the period   beginning on the Effective Date and ending on December 31 of the calendar year in which the   Effective Date occurs.          "Governmental Requirements'' has the meaning given in Section 3.14.          "Gross Collections'' means all amounts actually collected as rents or other charges for use   and occupancy of apartment units and from users of garage spaces (if any), leases of other non­  dwelling facilities in the Property and concessionaires (if any) in respect of the Property, including   furniture rental, parking fee:;;, forfeited security deposits, application fees, late charges, income   from  coin-operated machines, proceeds from  rental interruption insurance, and other   miscellaneous income collected at the Property; excluding, however, an other receipts, including   but not limited to, income derived from interest on investments or otherwise, proceeds of claims   on account of insurance policies (other than rental interruptions insurance), abatement of taxes,   franchise fees, and awards arising out of eminent domain proceedings, discounts and dividends on   insurance policies.           "Hazardous Materials" means any material defined as a hazardous substance under the   Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource   Conservation and Recovery Act, or any state or local statute regulating the storage,  release,   transportation or other disposition of hazardous material, as any of those laws may have been   amended to the date hereof, and the administrative regulations promulgated thereunder p1ior to the  





 






date hereof, and, whether or not defined as hazardous substances under the foregoing  Governmental Requirements, petroleum products (other than petroleum products used in  accordance with Governmental Requirements by Owner or its tenants in the usual and ordinary  course of their activities), PCBs and radon gas.         "Major Capital Improvements" has the meaning given in Section 3.6.         "Management Fee" has the meaning given in Section 4.1.         "Manager" has the meaning given in the introductory paragraph.         "Operating Budget" has the meaning given in Section 3.1 l(a).         "Owner" has the meaning given in the introductory paragraph.         "Owner's Representative" has the meaning given in Section 2.2.         "Pass-Through Amounts" means fees and/orreimbursements for services provided to the  Property but not covered by the Management Fee, as described in Exhibit A attached hereto and  made a part hereof.         "Property" means the multifamily apartment project listed and described on Exhibit B  attached hereto and made a part hereof         "Security Deposit Account" has the meaning given in Section 5.1.         "State" means the state in which the Property is located.                                    ARTICLE2           APPOINTMENT OF AGENCY AND RENTAL         RESPONSIBILITY         Section 2.1 Appointment. Owner hereby appoints Manager and Manager hereby  accepts appointment as the sole and exclusive leasing agent and manager of the Property on the  terms and conditions set forth herein. Owner warrants and represents to Manager that Owner owns  fee simple title to the Property ·with all requisite authority to hereby appoint Manager and to enter  into this Agreement.         Section 2.2 Owner's Representative. Owner shall from time to time designate one or  more persons to serve as Owner's representative ("Owner's Representative") in all dealings with  Manager hereunder. Whenever the approval, consent or other action of Owner is called for  hereunder, such approval, consent or action shall be binding on Owner if specified in writing and  signed by Owner's Representative. The initial Owner's Representative shall be Ella S. Neyland,  President. Any Owner's Representative may be changed at the discretion of Owner, at any time,   and shall be effective upon Manager's receipt of written notice identitying the new Owner's   Representative.                                          2  





 






      Section 2.3 Leasing. Manager shall perform all promotional, leasing and management  activities required to lease apartment units in the Property. Throughout the term of this Agreement,  Manager shall use its diligent efforts to lease apartment units in the Property. Manager shall  advertise the Property, prepare and secure advertising signs, space plans, circulars, marketing  brochures and other forms of advertising. Owner hereby authorizes Manager pursuant to the tenns  of this Agreement to advertise the Property in conjunction with institutional advertising campaigns  and allocate costs on a pro rata basis among the Properties being advertised (to the extent  authorized by the Annual Business Plan). All inquiries for any leases or renewals or agreements  for the rental of the Property or portions thereof shall be referred to Manager and all negotiations  connected therewith shall be conducted solely by or under the direction of Manager. Manager is  hereby authorized to execute, deliver and renew residential tenant leases in its capacity as manager  pursuant to this Agreement. Manager is authorized to utilize the services of apartment locator  services and the fees of such services shall be operating expenses of the Property and, to the extent  paid by Manager, reimbursable by Owner.         Section 2.4 Manager's Standard of Care. Manager shall perform its duties under this  Agreement in a manner consistent with professional property management services. In no event  shall the scope or quality of services provided by Manager for the Property hereunder be less than  those generally performed by professional property managers of similar properties in the market  area where the Property is located. Manager shall make available to Owner the full benefit of the  judgment, experience, and advice of the members and employees of Manager's organization with  respect to the policies to be pursued by Owner in operating the Property, and will perform the  services set forth herein and such other services as may be requested by Owner in managing,  operating, maintaining and servicing the Property.                                    ARTICLE3                  SERVICES TO BE PERFORMED BY MANAGER         Section 3.1 Expense of Owner. All acts performed by Manager in the performance of  its obligations under this Agreement shall be performed as an independent contractor of Owner,  and all obligations or expenses incurred thereby, shall be for the account of, on behalf of, and at  the expense of Owner, except as otherwise specifically provided in this Article 3, provided Owner  shall be obligated to reimburse Manager only for the following:               (a)   Costs and Expenses. All costs and expenses incurred by Manager, in its  capacity as Manager pursuant to this Agreement, in connection with the management and  operation of the Property, including but not limited to all compensation, including the cost of  benefits, payable to the employees atthe Property and identified in the Operating Budget and taxes  and assessments payable in connection therewith and reasonable training, travel and expenses  associated therewith, all marketing costs, all collection and lease enforcement costs, all  maintenance and repair costs incurred in accordance with Section 3.5 hereof, all utilities and  related services, all on-site overhead costs and all other costs reasonably incurred by Manager in  the operation and management of the Property, excluding, however, all of Manager's general  overhead  costs, including without limitation, all expenses incurred at Manager's corporate  headquarters and other Manager office sites other than the property management office located at   the Property (i.e., office expenses, long distance phone calls, postage, copying, supplies, electronic                                         3  





 






data processing and accounting expenses), general accounting and reporting expenses for services  included among Manager's duties under the Agreement; and              (b)   Other. AU sums otherwise due and payable by Owner as expenses of the  Property authorized to be incmTed by Manager under the terms of this Agreement and the  Operating Budget, including compensation payable under Section 4.1 hereof to Manager for its  services hereunder.         Manager may use employees normally assigned to other work centers or part-time  employees to properly staff the Property, reduced, increased or emergency ,:vork load and the like  including the property manager, business manager, assistant managers, leasing directors, or other  administrative personnel, maintenance employees or maintenance supervisors whose wages and  related expenses shall be reimbursed on a pro rata basis for the time actually spent at the Property.  A property manager or business manager at the Property and any other persons performing  functions substantially similar to those of a business manager, including but not limited to assistant  managers, leasing directors, leasing agents, sales directors, sales agents, bookkeepers, and other  administrative and/or maintenance personnel performing work at the site, and on-site maintenance  personnel, shall not be considered executive employees of Manager. All reimbursable payments  made by Manager hereunder shall be reimbursed from funds deposited in an account established  pursuant to Section 5.2 of this Agreement. Manager shall not be obligated to make any advance  to or for the account of Owner nor shall Manager be obligated to incur any liability or obligation  for the account of Owner without assurance that the necessary funds for the discharge thereof will  be provided by Owner. In the performance of its duties as agent and manager of the Property,  Manager shall act solely as an independent contractor of Owner. All debts and liabilities to third  persons incurred by Manager in the course of its operation and management of the Property shall  be the debts and liabilities of Owner only, and Manager shall not be liable for any such debt or  liabilities, except to the extent Manager has exceeded its authority hereunder.         Section 3.2 Covenants Concerning Payment  of Operating Expenses. Owner  covenants to pay all sums for reasonable operating expenses in excess of gross receipts required  to operate the Property upon written notice and demand from Manager within five days after  receipt of written notice for payment thereof         Section 3.3 Employment of Personnel. Manager shall use its diligent efforts to  investigate, hire, pay, supervise and discharge the personnel necessary to be employed by it to  properly maintain, operate and lease the Property, including without limitation a property manager  or business manager at the Property. Such personnel shall in every instance be deemed agents or   employees, as the case may be, of Manager. Owner has no right of supervision or direction of  agents or employees of Manager whatsoever; however, Owner shall have the right to require the  reassignment or termination of any employee. All Owner directives shall be communicated to  Manager's senior level management employees. Manager and all personnel of Manager who  handle or who are responsible for handling Owner's monies shall be bonded in favor of Owner.   Manager agrees to obtain and keep in effect fidelity insurance in an amount not less than Two   Hundred Fifty Thousand Dollars ($250,000). All reasonable salaries, wages and other   compensation of personnel employed by Manager, including so-called fringe benefits, worker's   compensation, medical and health insurance and the like, shall be deemed to be reimbursable   expenses of Manager. Manager may allow its employees who work at the Property and provide                                         4  





 






services to the Property after normal business hours, to reside at the Property for reduced rents (or   rent fee as provided in the Operating Budget) in consideration of their benefit to Owner and the  Property, provided such reduced rents arc reflected in the Annual Business Plan.         Section 3.4 Utility and Service Contracts. Manager shall, in its capacity as Manager  pursuant to this Agreement, at Owner's expense, enter into contracts for water, electricity, gas,  fuel, oil, telephone, vermin extermination, trash removal, cable television, security protection and  other services deemed by Manager to be necessary or advisable for the operation of the Property.  Manager shall also, in its capacity as Manager to this Agreement, at Owner's expense, place orders  for such equipment, tools, appliances, materials, and supplies as are reasonable and necessary to  properly maintain the Property. Owner agrees to pay or reimburse Manager for all expenses and  liabilities incurred by reason of this Section provided that such amounts are in accordance with the  Operating Budget.         Section 3.5 Maintenance and Repair of Property. Manager shall use diligent efforts  to maintain, at Owner's expense, the buildings, appurtenances and grounds of the Property in good  condition and repair, including interior and exterior cleaning, painting and decorating, plumbing,  carpentry and such other normal maintenance and repair work as may be necessary or reasonably  desirable taking into consideration the amount allocated therefor in the Annual Business Plan.  With respect to any expenditure not contemplated by the Annual Business Plan, Manager shall not  incur any individual item ofrepair or replacement in excess of Five Thousand Dollars ($5,000.00)  unless authorized in writing by Owner's Representative, except, however, that emergency repairs  immediately necessary for the preservation and safety of the Property or to avoid the suspension  of any service to the Property or danger of injury to persons or damage to property may be made  by Manager without the approval of Owner's Representative. Owner shall not establish standards  of maintenance and repair that violate or may violate any laws, rules, restrictions or regulations  applicable to Manager or the Property or that expose Manager to risk of liability to tenants or other  persons. Manager shall not be obligated by this Section to perform any Major Capital  Improvements.         Section 3.6 Supervision of Major Capital Improvements or Repairs. When  requested by Owner in writing or as set forth in an Approved Business Plan, Manager or an affiliate  thereof shall, in its capacity as Manager pursuant to this Agreement, supervise the installation and  construction of all Major Capital Improvements to the Property where such work constitutes other  than normal maintenance and repair, for additional compensation as set forth in a separate  agreement. If Owner and Manager fail to reach an agreement for Manager's additional   compensation as provided in this Section 3.6, Owner may contract with a third party to supervise   installation or construction of Major Capital Improvements. In such events, Manager may, in its   capacity as Manager pursuant to this Agreement, negotiate contracts with all necessary contractors,   subcontractors, materialmen, suppliers, architects, and engineers and may, in its capacity as   Manager pursuant to this Agreement, compromise and settle any dispute or claim arising   therefrom; provided only that Manager shall act in good faith and in the best interest of Owner at   all times and Owner shall approve all contracts for such work. Manager will furnish or will cause   to be furnished all personnel necessary for proper supervision of the work and may assign   personnel located at the Property where such work is being performed to such supervisory work   (and such assignment shall not reduce or abate any other fees or compensation owed to Manager                                         5  





 






under this Agreement).  For the purposes of this Agreement, the term "Major  Capital  Improvements" shall mean work having an estimated cost of $25,000 or more.                Owner  acknowledges that Manager, or an affiliate of Manager, may bid on any  such work, and that Manager, or an affiliate of Manager, may be selected to perform part or all of  the work; provided that if Manager desires to select itself, or its affiliate to do any work, it shall  first notify Owner of the terms upon which it, or its affiliate, proposes to contract for the work, and  tenns upon which the independent contractors have offered to perform, and shall state the reasons  for preferring itself, or its affiliate, over independent contractors and Owner shall have fifteen days  to disapprove Manager, or its affiliate, and to request performance by an independent contractor.   Only Owner shall have the power to compromise or settle any dispute or claim arising from work   performed by Manager, or its affiliate; and it is expressly understood that the selection of Manager,   or its affiliate, will not affect any fee or other compensation payable to Manager hereunder.          Section 3.7  Insurance.                (a)    Owner Requirements.   Owner agrees to maintain all forms of insurance   required by law or by any loan requirements for the Property and as otherwise deemed by Owner   to be reasonable and necessary to adequately protect Owner and Manager, including but not limited   to public liability insurance, boiler insurance, fire and extended coverage insurance, and burglary   and theft insurance. All insurance coverage shall be placed with such companies, in such amounts   and with such beneficiaJ interest appeari..ng therein as shall be reasonably acc.eptable to Owner.   Public liability insurance shall be maintained in such amounts as Owner determines as   commercially reasonable or as otherwise required by its lenders or investors, but in no case in an   amount less than $5,000,000.                 Ovmer agrees to timely provide evidence of required insurance to Manager, and   acknowledges that if evidence of insurance coverage is not timely furnished, Manager may, but   shall not be obligated to, obtain such coverage in its capacity as Manager, pursuant to this   Agreement. Manager shall be named an additional insured on all Owner obtained insurance.                 (b)   Manager Requirements. Manager agrees to maintain, at its own expense,   public liability insurance in an amount not less than Two Million Dollars ($2,000,000) and all   other forms of insurance required by law and as otherwise deemed by Owner and Manager to be   reasonable and necessary to adequately protect Owner and Manager, including but not limited to   workers compensation insurance, professional liability, employee practices, and fidelity insurance.   Manager agrees to timely provide evidence of required insurance to Owner and to name Owner as   an additional insured on appropriate policies.                 Manager shall use its diligent efforts to investigate and make a written report to the   insurance company as to all accidents, claims for damage relating to the ownership, operation and   maintenance of the Property, any damage or destruction to the Property and the estimated cost of   repair thereof, and shall prepare any and all reports for any insurance company in connection   therewith. All such reports shall be timely filed with the insurance company as required under the   terms of the insurance policy involved. With the prior written approval of Owner, Manager is   authorized to settle any and all claims against insurance companies arising out of any policies,   including the execution of proofs of loss, the adjustment of losses, signing of receipts and                                             6  





 






collection ofmonies  (no approval by Owner shall be required for the settlement of claims of $5,000  or less). Manager is further authorized to contract for the maintenance and repair of any damage  or casualty in accordance with Section 3 .6 above. Manager shall receive as an additional fee for  such services that fee designated in the loss adjustment as a general contractor's fee, provided that  insurance proceeds that exceed the cost of repairing the damage or restoring the loss are available  to pay such fees. In such event Manager shall be responsible for all costs incurred by Manager in  adjusting such loss and contracting for repairs.              (c)   Loss or Liability Claims. Owner and Manager mutually agree for the  benefit of each other to look only to the approp1iate insurance coverages in effect pursuant to this  Agreement in the event any demand, claim, action, damage, loss, liability or expense occurs as a  result of injury to person or damage to property, regardless whether any such demand, claim,  action, damage, loss, liability or expense is caused or contributed to, by or results from the  negligence of Owner or Manager or their respective subsidiaries, affiliates, employees, directors,  officers, agents or independent contractors and regardless whether the injury to person or damage  to property occurs in and about the Property or elsewhere as a result of the performance of this  Agreement. Except for claims that are covered by the indemnity contained in Section 3. 7 (d)  below,  Owner agrees that 0\\111er's insurance shall be primary without right of subrogation against  Manager with respect to all claims, actions, damage, loss or liability in or about the Property.  Nevertheless, in the event such insurance proceeds are insufficient to satisfy (or  such insurance  docs not cover) the demand, claim, action, loss, liability or expense, Owner agrees, at its expense,  to indemnify and hold Manager and its subsidiaries, affiliates, officers, directors, employees,  agents or independent contractors harmless to the extent of excess liability. For purposes of this  Section 3.7(c), any deductible amount under any policy of insurance shall not be deemed to be  included as part of collectible insurance proceeds.               (d)  Indemnification. Notwithstanding anything contained in this Agreement  to the contrary, Owner shall defend, indemnify, and hold harmless Manager and its representative  subsidiaries, affiliates, officers, directors, employees, agents or independent contractors from and  against all claims, demands, or legal proceedings (including expenses and reasonable attorney's  fees incurred in connection with the defense of any such matter) ( each a "Claim") that are brought  against Manager arising out of the operation or management of the Project, except with respect to  claims arising out of Manager's gross negligence or willful misconduct. Manager shall defend,  indemnify, and hold harmless Owner and its representative subsidiaries, affiliates, officers,  directors, employees, agents or independent contractors from all Claims arising out of the gross  negligence or willful misconduct of Manager. The indemnification obligations under this Section  3.7(d) shall survive termination of this Agreement.               (e)   Acts of Tenants and Third Parties. In no event shall Manager have any  liability to Owner or others for any acts of vandalism, trespass or criminal activity of any kind by  tenants or third parties on or with respect to the Property and Owner's insurance shall be primary  insurance without right of subrogation against Manager regarding claims arising out of or resulting  from acts of vandalism, trespass or criminal activity.         Section 3.8 Collection of Monies. Manager shall use its diligent efforts to collect all  rents and other charges due from tenants, users of garage spaces, carports, storage spaces (if any),  commercial lessees (if any) and concessionaires (if any) in respect of the Property and otherwise                                         7  





 






due Owner with respect to the Property in the ordinary course of business, provided that Manager  does not guarantee the creditworthiness of any tenants, users, lessees or concessionaires or  collectability of accounts receivable from any of the foregoing. Owner authorizes Manager, in its  capacity as Manager pursuant to this Agreement, to request, demand, collect, receive and receipt  for all such rent and other charges and to institute legal proceedings at Owner's expense, for the  collection thereof, and for the dispossession of tenants and other persons from the Property or to  cancel or terminate any lease, license or concession agreement for breach or default thereunder,  and  such expense may include the engaging of legal counsel for any such matter. All monies  collected by Manager shall be deposited in the separate bank account referred to in Section 5.2  herein.          Section 3.9  Manager Disbursements.                (a)    Manager's   Compensation   and  Reimbursements.     From   Gross  Collections, Manager shall be authorized to retain and pay (1) Manager's compensation, together  with all sales or other taxes (other than income) which Manager is obligated, presently or in the  future, to collect and pay to the State or any other governmental authority with respect to the  Property or employees at the Property, (2) the amounts reimbursable to Manager under this   Agreement, (3) the amount of all real estate taxes and other impositions levied by appropriate   authorities with respect to the Property which, if not escrowed with any mortgagee, shall be paid   upon specific written direction of Owner before interest begins to accrue thereon; and (4) amounts   otherwise due and payable as operating expenses of the Property authorized to be incurred under   the terms of this Agreement.                (b)    Debt Service. The provisions of this Section 3.9 regarding disbursements   shall .include the payment of debt service related to any mortgages of the Property, unless otherwise   instructed in writing by Owner.                 (c)   Third Parties. All costs, expenses, debts and liabilities owed to third   persons that are incurred by Manager pursuant to the terms of this Agreement and in the course of   managing, leasing and operating the Property shall be the responsibility of Owner and not   Manager. Owner agrees to provide sufficient working capital funds to Manager so that all amounts   due and owing may be promptly paid by Manager. Manager is not obligated to advance any funds.   If at any time there is not . sufficient cash in the account available to Manager pursuant to   Section 5.2 with which to promptly pay the bills due and owing, Manager will request that the   necessary additional funds be deposited by Owner in an amount sufficient to meet the shortfall.   Owner will deposit the additional funds requested by Manager within five days.                 (d)   Other  Provisions.  The  provisions of this Section 3.9 regarding   reimbursements to Manager shall not limit Manager's rights under any other provision of this   Agreement.          Section 3.10 Use  and Maintenance  of Premises.  Manager agrees that it will not   knowingly permit the use of the Property for any purpose that might void any insurance policy   held by Owner or that might render any loss thereunder uncollectible, or that would be in violation   of Governmental Requirements, or any covenant or restriction of any lease of the Property.   Manager shall use its good faith efforts to secure substantial compliance by the tenants with the                                             8  





 






terms and conditions of their respective leases. All costs of correcting or complying with, and all  fines payable in connection with, all orders or violations affecting the Property placed thereon by  any governmental authority or Board of Fire Undenvriters or other similar body shall be at the cost  and expense of Owner.          Section 3.11 Annual Business Plan.                (a)    Submission. No  later than 60 days prior to the end of each Fiscal Year  during the term of this Agreement, or such earlier date as reasonably requested by Owner, its  lenders or investors, Manager shall prepare and submit to Owner for Owner's approval, an Arumal  Business Plan for the promotion, leasing, operations, repair and maintenance of the Property for  the succeeding Fiscal Year during which this Agreement is to remain in effect (the "Annual   Business Plan"). The Annual Business Plan shall include a detailed budget of projected income   and expenses for the Prope1ty for such Fiscal Year (the "Operating Budget") and a detailed   budget of projected capital improvements for the Property for such Fiscal Year (the "Capital   Budget").                (b)    Approval. Manager shall meet with Owner to discuss the proposed Annual   Business Plan and Owner shall approve the proposed Annual Business Plan within 20 days of its   submission to Owner, or as soon thereafter as commercially practicable. To be effective, any   notice which disapproves a proposed Annual Business Plan must contain specific objections in   reasonable detail to individual line items. If Owner fails to provide an effective notice   disapproving a proposed Annual Business Plan within such 20-day period, the proposed Annual   Business Plan shall be deemed to be approved. Owner acknowledges that the Operating Budget   is intended only to be a reasonable estimate of the income and expenses of the Property for the   ensuing Fiscal Year. Manager shall not be deemed to have made any guarantee, warranty or   representation whatsoever in connection with the Operating Budget.                 (c)   Revision. Manager may revise the Operating Budget from time to time, as   necessary, to reflect any unpredicted significant changes, variables or events or to include   significant additional, unanticipated items of revenue and expense. Any such revision shall be   submitted to Owner for approval, which approval shall not be unreasonably withheld, delayed or   conditioned.                 (d)   Implementation.  Manager  agrees to use diligence and to employ all   reasonable efforts to ensure that the actual costs of maintaining and operating the Property shall   not exceed the Operating Budget either in total or in any one accounting category. Any expense   causing or likely to cause a variance of greater than ten percent (10%) or $25,000, whichever is   greater, in any one accounting category for the current month cumulative year-to-date total shall   be promptly explained to Owner by Manager in the next operating statement submitted by   Manager to Owner.          Section 3.12 Records, Reporting. Manager shall maintain at the regular business office   of Manager or at such other address as Manager shall advise Owner in writing, separate books and   journals and orderly files, containing rental records, insurance policies, leases, correspondence,   receipts, bills and vouchers, and all other documents and papers pertaining directly to the Property   and the operation thereof. All corporate statements, receipts, invoices, checks, leases, contracts,                                             9  





 






worksheets, financial statements, books and records, and all other instruments and documents  relating to or arising from the operation or management of the Property shall be and remain the  property of Owner and the Owner shall have the right to inspect such records at any reasonable  time upon prior notice; Manager shall have the right to request and maintain copies of all such  matters, at Manager's cost and expense, at all reasonable times during the term of this Agreement,  and for a reasonable lime thereafter not lo exceed three years. All on-site records, including leases,  rent rolls, and other related documents shall remain at the respective Property for which such  records are maintained as the property of Owner.         Section 3 .13 Financial Reports.              (a)   Monthly Reports. On or before the fifteenth (15 111) day of each month  during the term of this Agreement, Manager shall deliver or cause to be delivered to Owner's  Representative a statement of cash t1ow for the Property (on a cash and not an accrual basis) for  the preceding calendar month. All notices from any mortgagee claiming any default in any  mortgage on the Property, and any other notice from any mortgagee not of a routine nature, shall  be promptly delivered by Manager to Owner's Representative.               (b)  Annual Reports. Within 45 days after the end of each Fiscal Year,  Manager shall deliver to Owner's Representative a statement of cash flow showing the results of  operations for the Fiscal Year or portion thereof during which the provisions of this Agreement  were in effect.               (c)  Employee Files. Manager shall execute and file punctually when due all  forms, reports and returns required by law relating to the employment of personnel.         Section 3.14 Compliance with Gove.rnmental Requirements. Manager shall comply  with all laws, ordinances and regulations relating to the management, leasing and occupancy of  the Property, including any regulatory or usc agreements. Owner acknowledges that Manager  does not hold itself out to be an expert or consultant with respect to, or represent that, the Property  currently complies with applicable ordinances, regulations, rules, statutes, or laws of governmental  entities having jurisdiction over the Properties or the requirements of the Board of Fire  Underwriters or other similar bodies (collectively, "Governmental Requirements"). Manager  shall take such action as may be reasonably necessary to comply with any Governmental  Requirements applicable to Manager, including the collection and payment of all sales and other  taxes (other  than income taxes) which may be assessed or charged by the State or any governmental  entities in connection with Manager's compensation. If Manager discovers that the Property does  not comply with any Govenunental Requirements, Manager shall take such action as may be  reasonably necessary to bring the Property into compliance with such Governmental  Requirements, subject to the limitation contained in Section 3.5 of this Agreement regarding the  making of alterations and repairs. Manager, however, shall not take any such action as long as  Owner is contesting or has affirmed its intention to contest and promptly institute proceedings  contesting any such order or requirement. If, however, failure to comply promptly with any such  order or requirement would or might expose Manager to civil or criminal liability, Manager shall  have the right, but not the obligation, to cause the same to be complied with and Owner agrees to  indemnify and hold Manager harmless for taking such actions and to promptly reimburse Manager  for expenses incurred thereby. Manager shall promptly, and in no event later than 72 hours from                                        10  





 






the time ofreceipt, notify Owner's Representative in writing of all such orders or notices. Manager  shall not be liable for any effort or judgment or for any mistake of fact or oflaw, or for anything  that it may do or refrain from doing, except in cases of willful misconduct or gross negligence of  Manager.                                       ARTICLE4                         MANAGER'S COMPENSATION, TERM          Section 4.1  Fees Paid to Manager. Commencing on the date hereof, Owner shall pay  to Manager a fee (the "l\.1anagernent Fee"), payable monthly in arrears, in an amount equal to  Three Percent (3.0%) of Gross Collections for such month. The Management Fee shall not be  subject to off-sets and charges unless agreed upon by the parties. Pass-Through Amounts shall be  collected monthly by Manager, as applicable.          Section 4.2  Term.  This Agreement shall commence on the Effective Date, and shall  thereafter continue for a period of one (1) year fi-om the Effective Date, unless otherwise  terminated as provided herein. Thereafter, if neither party gives written notice to the other at least   60 days prior to the expiration date hereof that this Agreement is to terminate, then this Agreement   shall be automatically renewed on a month-to-month basis.          Section 4.3  Termination Rights. Notwithstanding anything that may be contained  herein to the contrary, Owner may terminate this Agreement at any time by giving Manager thirty   (30) days written notice thereof upon a determination of gross negligence, willful misconduct or   bad acts of Manager or any of its employees. If Owner or Manager shall materially breach its   obligations hereunder, and such breach remains uncured for a period of 30 days after written   notification of such breach, the party not in breach hereunder may terminate this Agreement by   giving written notice to the other. Any notice given pursuant to this Article 4, shall be sent by   certified mail.          Section 4.4  Duties on Termination.  Upon  any termination of this Agreement as   contemplated in Section 4.4, Manager shall be· entitled to receive all compensation and   reimbursements, if any, due to Manager through the date of termination. Within 30 days after any   termination, Manager shall deliver to Owner's Representative, the report required by   Section 3.13(a) for any period not covered by such a report at time of termination, and within 30   days after any such termination, Manager shall deliver to Owner's Representative, as required by   Section 3.13(b), the statement of cash flow for the Fiscal Year or portion thereof ending on the   date of termination. In addition, upon termination of this Agreement for any reason, Manager will   submit to Owner within 30 days after termination any reports required hereunder, all of the cash   and bank accounts of the Property, including, without limitation, the Security Deposit Account,   investments and records. Manager will, within 30 days after tennination, turn over to Owner all   copies of all books and records kept for the Property. If Manager desires to retain records of the   Property, Manager must reproduce them at its own expense.                                              11  





 






                                    ARTICLES        PROCEDURES FOR HANDLING RECEIPTS AND OPERATING CAPITAL          Section 5.1 Security Deposits. Manager shall collect, deposit, hold, disburse and pay  security deposits as required by applicable State law and all other applicable laws, and in  accordance with the terms of each tenant's lease. The amount of each security deposit will be  specified in the tenant's lease. Security deposits shall be deposited into a separate non-interest­ bearing account unless otherwise required by law (the "Security Deposit Account") at a  Depository selected by Manager and approved by Owner. The Security Deposit Account shall be  established in the name of Manager and held separate from all other of Manager's funds and  accounts, unless Owner informs Manager, in writing that it intends to hold the Security Deposit  Account. If such account is held byManager, only representatives of Manager will be signatories  to this account. To the extent possible, the Security Deposit Account shall be fully insured by the  Federal Deposit Insurance Corporation (FDIC). Owner agrees to indemnify and hold harmless  Manager, and Manager's representatives, officers, directors and employees for any loss or liability  with respect to any use by Owner of the tenant security deposits that is inconsistent with the terms  of tenant leases and applicable laws.          Section 5.2  Separation of Owner's Monies. Manager shall deliver all collected rents,   charges and other amounts received in connection with the management and operation of the  Property (except for tenants' security deposits, which will be handled as specified in this  Agreement) to a Depository selected by Manager and approved by Owner.          Section 5.3  Depository Accounts. Except to the extent that Manager has not complied   with its obligations under Sections 2.4 and 5.2, Owner and Manager agree that Manager shall have   no liability for loss of funds of Owner contained in the bank accounts for the Property maintained   by Owner or Manager pursuant to this Agreement due to insolvency of the bank or financial   institution in which its accounts are kept, whether or not the amounts in such accounts exceed the   maximum  amount of federal or other deposit insurance applicable with respect to the financial   institution in question.          Section 5.4  Working Capital. In addition to the funds derived from the operation of   the Property, Owner shall furnish and maintain in the operating accounts ofthe  Property such other   funds as may be necessary to discharge :financial commitments required to efficiently operate the   Property and to meet all payrolls and satisfy, before delinquency, and to discharge all accounts   payable. Manager shall have no responsibility or obligation with respect to the furnishing of any   such funds. Nevertheless, Manager shall, in its capacity as Manager pursuant to this Agreement,   have the right, but not the obligation, to advance funds or contribute property to satisfy obligations   of Owner in connection with this Agreement and the Property. Manager shall keep appropriate   records to document all reimbursable expenses paid by Manager, which records shall be made   available for inspection by Owner or its agents on request. Owner agrees to reimburse Manager   upon demand for money paid or property contributed in connection with the Property and this   Agreement.          Section 5.5  Authorized Signatures.  Any persons from time to time designated by   Manager shall be authorized signatories on all bank accounts established by Manager pursuant to   this Agreement and shall have authority to make disbursements pursuant to the tenns of this                                             12  





 






Agreement from such accounts. Funds may be withdrawn from all bank accounts established by  Manager, in accordance with this Article 5, only upon the signature of an individual who has been  granted that authority by Manager and funds may not be withdrawn from such accounts by Owner  unless Manager is in default hereunder.                                   ARTICLE6                               MISCELLANEOUS        Section 6.1 Assignment. Upon 30 days written notification, Owner may assign its  rights and obligations to any successor in title to the Property and upon such assignment shall be  relieved of all liability accruing after the effective date of such assignment. This Agreement may  not be assigned or delegated by Manager without the prior written consent of Owner, which Owner  may withhold in its sole discretion. Any unauthorized assignment shall be null and void ab initio,  and shall not in any event release Manager from any liabilities hereunder.         Section 6.2 Notices. All notices required or pennitted by this Agreement shall be in  writing and shall be sent by registered or certified mail, addressed in the case of Owner to ST AR  Heritage Place, LLC, 18100 Von Kannan Avenue, Suite 500, Irvine, CA 92612, Attention: Kevin  Keating; and in the case of Manager to Steadfast Management Company, Inc., 18100 Von Karman  Avenue, Suite 500, Irvine, CA 92612, Attention: Christopher Hilbert, or to such other address as  shall, from time to time, have been designated by written notice by either party given to the other  party as herein provided.         Section 6.3 Entire Agreement. This Agreement shall constitute the entire agreement  between the parties hereto and no modification thereof shall be effective unless in writing executed  by the parties hereto.         Section 6.4 No Partnersliip. Nothing contained in this Agreement shall constitute or  be construed to be or create a partnership or joint venture between Owner, its successors or assigns,  on the one part, and Manager, its successors and assigns, on the other part.         Section 6.5 No Third Party Beneficiary. Neither this Agreement nor any part hereof  nor any service relationship shall inure to the benefit of any third party, to any trustee in  bankruptcy, to any assignee for the benefit of creditors, to any receiver by reason ofinsolvency, to  any other fiduciary or officer representing a bankrupt or insolvent estate of either party, or to the  creditors or claimants of such an estate. Without limiting the generality of the foregoing sentence,  it is specifically understood and agreed that such insolvency or bankruptcy of either party hereto  shall, at the option of the other party, void all rights of such in sol vent or bankrupt party hereunder  (or so many of such rights as the other party shall elect to void).         Section 6.6 Severability. If any one or more of the provisions of this Agreement, or  the applicability of any such provision to a specific situation, shall be held invalid or  unenforceable, such provision should be modified to the minimum extent necessary to make it or  its application valid and enforceable, and the validity and enforceability of all other provisions of  this Agreement and all other applications of such provisions shall not be affected thereby.         Section 6. 7 Captions, Plural Terms. Unless the context clearly requires otherwise, the  singular number herein shall include the plural, the plurnl number shall include the singular and                                        13  





 






any gender shall include all genders. Titles and captions herein shall not affect the construction of  this Agreement.          Section 6.8  Attorneys' Fees. Should either party employ an attorney to enforce any of  the provisions of this Agreement) or to recover damages for breach of this Agreement, the non­ prevailing party in any action agrees to pay to the prevailing party all reasonable costs) damages  and expenses) including reasonable attorneys) fees, expended or incurred by the prevailing party  in connection therewith.          Section 6.9  Signs. Manager  shall have the right to place signs on the Property in  accordance with applicable Governmental Requirements stating that Manager is the manager and  leasing agent for the Property.          Section 6.10 Survival of Indemnities. The indemnification obligations of the parties to  this Agreement shall survive the termination of this Agreement to the extent of any claim or cause  of action based on an event occurring prior to the date of termination.          Section 6.11 Governing  Law.   This Agreement  shall be construed under and in   accordance with the laws of the State and is fully performable with respect to the Property in the   county in which the Property is located.          Section 6.12 Competitive Properties.  Manager may,  individually or with others,   engage or possess an interest in any other project or venture of every nature and description,   including but not limited to, the ownership, financing, leasing, operation, management, brokerage   and sale of real estate projects including apartment projects other than the Property, whether or not   such other venture or projects are competitive with the Property and Owner shall not have any   claim as to such project or venture or to the income or profits derived therefrom.          Section 6.13 Set Off. Without prejudice to Manager's right to te1minate this Agreement   in accordance with the tenns of this Agreement, Manager may at any time and without notice to   Owner, set off or transfer any sums held by Manager for or on behalf of Owner in the accounts   (other than the Security Deposit Account) maintained pursuant to this Agreement in or towards   satisfaction of any of Owner's liabilities to Manager in respect of any sums due to Manager under   this Agreement.          Section 6.14 Notice of Default. Manager shall not be deemed in default under this   Agreement, and Owner's right to tenninate Manager as a result of such default shall not accrue,   until Owner has delivered written notice of default to Manager and Manager has failed to cure   same within 30 days from the date ofreceipt of such notice.          Section 6.15 Counterparts.   This Agreement  may  be executed in two  or more   counterparts, each of which shall be deemed to be an original.                             [Signatures appear on following page.}                                              14  





 






             This Property Management Agreement  is hereby executed by duly authorized  representatives of the parties hereto as of the Effective Date.     OWNER:                         STAR HERITAGE PLACE, LLC,                                  a Delaware limited liability company                                   By:    Steadfast Apartment Advisor, LLC, its Manager     MANAGER:                        STEADFAST MANAGEMENT COMPANY, INC.,                                   a California corporation                                    By:---:,,"--~--~--                                       ~Vice President                                              15  





 






                                    EXHIBIT A                        ESTIMATED PASS-THROUGH AMOUNTS   Benefits Administration                                   3.0% of total employee costs  IT Infrastructure, Licenses and Support                   At cost and expense  Marketing/Training/Continuing Education                   $20.00 p.u.p.y.                                              16  





 






                                    EXHIBITB                                     THE PROPERTY   Heritage Place Apartments is located at 700 Westminster Driven, Franklin, TN, in the County of  Williamson, and described as follows:   The Property is comprised of 13 two-story buildings with 105 units. Site amenities include pool,  tennis/sports court, and a playground. It is situated on 8.4 acres and it was built in 1982.                                              17