Assignment and Subordination of Management Agreement. (a) As additional collateral security for the Loan, Borrower hereby conditionally transfers, sets over and assigns to Lender all of Borrower's right, title and interest in and to the Management Agreement, said transfer and assignment to automatically become a present, unconditional assignment, at Lender's option, upon an Event of Default by Borrower under the Loan Agreement or any of the other Loan Documents.
(b) The Management Agreement and any and all liens, rights and interests (whether xxxxxx or inchoate and including, without limitation, all mechanic's and materialmen's liens under applicable law) owed, claimed or held, by Manager in and to the Property, are and shall be in all respects subordinate and inferior to the liens and security interests created, or to be created, for the benefit of Lender, and securing the repayment of the Note and the performance of the obligations under the Loan Agreement and the other Loan Documents, and all renewals, extensions, increases, supplements, amendments, modifications or replacements thereof.
Assignment and Subordination of Management Agreement. As additional collateral security for the Loan, Borrower hereby conditionally transfers, sets over and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement, said transfer and assignment to automatically become a present, unconditional assignment, at Lender’s option, in the event of a default under the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents, including but not limited to escrow agreements, and the failure of Borrower and/or Master Tenant to cure such default within any applicable grace period; and
Assignment and Subordination of Management Agreement. In consideration of Lender’s execution of this Agreement, Borrower shall deliver to Lender the Management Agreement and the Assignment and Subordination of Management Agreement.
Assignment and Subordination of Management Agreement. As additional collateral security for the Loan, and subject to the terms and conditions of this Assignment, Operating Lessee hereby conditionally transfers, sets over and assigns to Lender all of Operating Lessee’s right, title and interest in and to the Management Agreement, said transfer and assignment to automatically become a present, unconditional assignment, at Lender’s option, upon the occurrence and during the continuance of an Event of Default under the Loan Agreement or any of the other Loan Documents.
Assignment and Subordination of Management Agreement. AFDOCS/11676251.
Assignment and Subordination of Management Agreement. AFDOCS/11676251. contrary instructions, direction or requests from Assignor, (b) Property Manager will perform its obligations under the Management Agreement for Agent notwithstanding any counterclaim, right of set-off, defense or like right of Property Manager against Assignor or Assignor’s default under or breach of the Management Agreement, and that Agent shall not be liable for any act or omission of Assignor, and (c) Agent shall have the right, upon written notice to Property Manager of same, to terminate the Management Agreement without premium or penalty and upon such termination, the Management Agreement shall be of no further force and effect. Agent will incur no liability in the event that any action taken by Agent or on Agent’s behalf in good faith pursuant to the foregoing proves to be, in whole or in part, inadequate or invalid.
Assignment and Subordination of Management Agreement. AFDOCS/11676251. Management Provisions (as defined below), (iii) the Equipment Payments are expressly subordinated to the payment of the Obligations, and (iv) to not receive or accept the Management Fees if the payment of such fee would be or would otherwise result in a Default or an Event of Default under the Loan Agreement or any other Loan Document, including, but not limited to the Cash Management Provisions and the Cash Management Agreements.
Assignment and Subordination of Management Agreement. AFDOCS/11676251. other purchaser or designee (collectively, the “Purchaser”), which option shall be exercisable by written notice to Property Manager prior to or upon the effective date of such succession, Agent or Purchaser may either (a) terminate the Property Management Agreement, in which event the Property Management Agreement shall immediately and without further action be deemed to have terminated and be of no further force or effect, and Agent or Purchaser Property Manager shall be automatically released from all liabilities and obligations under the Property Management Agreement in relation to the Property, or (b) recognize Property Manager and assume Assignor’s obligations under the Property Management Agreement; provided, however, that if Agent or Purchaser elects to recognize Property Manager and assume Assignor’s obligations under the Property Management Agreement:
Assignment and Subordination of Management Agreement. AFDOCS/11676251. the Cash Management Agreements, final copies of which Property Manager acknowledges receiving, including, but not limited to the provisions of the Loan Agreement providing that (x) all income and revenue from the Property, and all other proceeds of the Collateral under the Loan Documents, be deposited in the Operating Account, (y) such Operating Account be subject to a Operating Account Agreement, and (z) such income, revenue and proceeds (and any other amounts held in such Operating Account) shall be distributed from such accounts, or otherwise be made available to Assignor or Property Manager, only at the times and in the order of priority and manner as allowed by the provisions of the Loan Agreement (such provisions, including Sections 2.9, 2.10, and 2.11 of the Loan Agreement, collectively, the “Cash Management Provisions”), (b) Property Manager shall not assign its rights and obligations hereunder without the prior written consent of Assignor and Assignee, which, if such assignment is to an Affiliate of Property Manager, shall not be unreasonably withheld, conditioned or delayed, and (c) in the event of a conflict between the terms hereof and/or of the Property Management Agreement, on the one hand, and the terms of the Loan Agreement or any Cash Management Agreement, on the other hand, the terms of the Loan Agreement or such Cash Management Agreement shall govern.
Assignment and Subordination of Management Agreement. AFDOCS/11676251. Agreement following the occurrence and continuation of an Event of Default beyond applicable notice and cure periods, if any, as provided herein, to give appropriate receipts, releases, and satisfactions on behalf of Assignor in connection with the Property Manager’s performance under the Property Management Agreement, and to do any or all other acts, in Assignor’s name or in Agent’s own name, that Assignor could do under the Property Management Agreement with the same force and effect as if this Agreement had not been made. This power of attorney is coupled with an interest and can not be revoked, modified or amended without the written consent of Agent.
