TO ITS ACTIVITIES HEREUNDER.
(E)
IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT,
MANAGER WILL COMPLY WITH THE PROVISIONS OF ANY FEDERAL, STATE OR LOCAL LAW
PROHIBITING DISCRIMINATION IN HOUSING ON THE BASIS OF RACE, COLOR, CREED,
HANDICAP OR NATIONAL ORIGIN, INCLUDING TITLE VI OF THE CIVIL RIGHTS ACT OF 1964
(PUBLIC LAW 88-352, 78 STAT. 241), ALL REQUIREMENTS IMPOSED BY OR PUSUANT TO THE
REGULATIONS OF THE SECRETARY (24 CFR, SUBTITLE A, PART I) ISSUED PURSUANT TO
SAID TITLE VI, REGULATIONS ISSUED PURSUANT TO EXECUTIVE ORDER 1063, AND TITLE
VIII OF THE CIVIL RIGHTS ACT.
MANAGER SHALL NOT DISCRIMINATE AGAINST ANY TENANT
OR APPLICANT FOR TENANCY AT THE PROPERTY ON THE BASIS OF RACE, CREED, COLOR,
RELIGION, SEX, MARTIAL STATUS, SEXUAL ORIENTATION, OR NATIONAL ORIGIN.
2.14
NOTICES TO OWNER.
MANAGER SHALL PROMPTLY NOTIFY OWNER IN WRITING
IF MANAGER BECOMES AWARE OF ANY OF THE FOLLOWING:
(A)
ANY DEFAULT OR ALLEGED DEFAULT BY OWNER UNDER ANY LEASE;
(B)
ANY LITIGATION OR POTENTIAL LITIGATION AFFECTING THE PROPERTY OR
OWNER, OR ANY LITIGATION AFFECTING MANAGER THAT COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL AND ADVERSE EFFECT ON MANAGER;
(C)
ANY CASUALTY, LOSS, INJURY, CLAIM OR OTHER EVENT RELATING TO THE
PROPERTY THAT MIGHT RESULT IN A CLAIM UNDER ANY APPLICABLE INSURANCE POLICIES;
(D)
ANY ACTUAL OR THREATENED CONDEMNATION OF THE PROPERTY OR ANY
PORTION THEREOF;
(E)
ANY VIOLATION OR ALLEGED VIOLATION OF ANY LEGAL REQUIREMENTS OR
INSURANCE REQUIREMENTS;
(F)
ANY INVOLUNTARY LIEN FILED AGAINST THE PROPERTY; AND
(G)
ANY MATERIAL INCREASES OR DECREASES IN COSTS, EXPENSES OR INCOME
NOT REFLECTED IN THE APPROVED ANNUAL BUSINESS PLAN.
13
2.15
PROPERTY TAX APPEALS.
AT THE DIRECTION OF, AND WITH THE APPROVAL
OF THE OWNER, MANAGER SHALL ENGAGE A TAX APPEAL PROFESSIONAL TO ANNUALLY REVIEW
THE TAX ASSESSMENT FOR THE PROPERTY IN ORDER TO DETERMINE WHETHER TO APPEAL SUCH
ASSESSMENT AND REQUEST AN ABATEMENT.
2.16
NO OTHER FEES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
IN THIS AGREEMENT,
MANAGER SHALL NOT BE ENTITLED TO ANY LEASING COMMISSION,
CONSTRUCTION MANAGEMENT FEE OR OTHER FORM OF COMPENSATION, OTHER THAN THE
MANAGEMENT FEE AND PAYROLL HANDING FEE, BY REASON OF THE LEASING, SUPERVISORY OR
OTHER SERVICES PERFORMED BY MANAGER UNDER THIS AGREEMENT.
2.17
REIT STATUS.
MANAGER ACKNOWLEDGES THAT OWNER HAS INFORMED MANAGER
THAT AN AFFILIATE OF OWNER INTENDS, EITHER NOW OR IN THE FUTURE, TO QUALIFY AS A
"REAL ESTATE INVESTMENT TRUST" WITHIN THE MEANING OF SECTION 856 OF THE INTERNAL
REVENUE CODE OF 1986 ET SEQ, AS AMENDED (A "REIT"), AND THAT SUCH ENTITY'S
ABILITY TO QUALIFY AS A REIT WILL DEPEND PRINCIPALLY UPON THE NATURE OF OWNER'S
OPERATIONS.
ACCORDINGLY, THE MANAGER AGREES, THAT THE PROPERTY SHALL BE
OPERATED SO AS TO ENABLE OWNER'S AFFILIATE TO QUALIFY FOR REIT STATUS.
IN
CONNECTION THEREWITH AND WITHOUT LIMITING THE FOREGOING, OWNER ACKNOWLEDGES THAT
OWNER HAS REVIEWED, IS FAMILIAR WITH, AND WILL USE DILIGENT EFFORTS TO CAUSE THE
PROPERTY TO COMPLY WITH, THE PROVISIONS OF ARTICLE 10 OF THE LIMITED LIABILITY
COMPANY AGREEMENT OF BC-BAINBRIDGE LLC DATED AS