Control; Management. (1) Borrower shall cause the Project to be managed by a Qualified Manager engaged by Borrower and reasonably approved by Administrative Agent or another property manager engaged by the Borrower and acceptable to Administrative Agent in its sole and absolute discretion. Administrative Agent hereby approves of Xxxxxxx Properties, L.P. as the Manager and the Management Agreement dated as of the Closing Date. The Manager shall manage the Project pursuant to a management agreement approved by Administrative Agent in its reasonable discretion, and no Manager shall be engaged prior to approval of such management agreement. The Manager shall be entitled to receive a management fee of not more than three percent (3%) of total Operating Revenues. The Manager shall deliver an executed Subordination of Management Agreement, which shall provide, among other things, that the Management Agreement is subordinate to Administrative Agent’s lien arising under the Mortgage and all of Administrative Agent’s rights with respect to the Project and the Loan Documents and that Administrative Agent may terminate and replace the Manager with an independent third-party property manager if: (a) an Event of Default has occurred and is continuing, (b) the Manager is in default of its obligations under the Management Agreement and such default has not been cured within the applicable cure periods set forth therein, or (c) the Manager becomes insolvent or the subject of any bankruptcy proceeding. Any change in ownership or Control of the Manager shall be cause for Administrative Agent to re-approve such Manager and Management Agreement, such approval not to be unreasonably withheld, conditioned or delayed. If at any time Administrative Agent consents to the appointment of a new manager, such new manager and Borrower shall, as a condition of Administrative Agent’s consent, execute a Subordination of Management Agreement. Each manager shall hold and maintain all necessary licenses, certifications and permits required by law. Prior to the execution and delivery to Administrative Agent of any Subordination of Management Agreement, Borrower shall deliver such authorizations or resolutions and incumbency certificates of Manager and opinions relating to such Subordination of Management Agreement as reasonably requested by Administrative Agent.
Control; Management. Borrower shall not, without the prior written consent of Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed): (i) execute the Property Management Agreement, (ii) upon execution of an approved Property Management Agreement, surrender, terminate or cancel the Property Management Agreement, or otherwise replace Property Manager, or enter into any other management agreement or leasing agreement with respect to the Property; (ii) reduce or consent to the reduction of the term of the Property Management Agreement; (iii) increase or consent to the increase of the amount of any charges under, or Borrower’s obligations under, the Property Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Property Management Agreement in any material respect. The Property Manager (and any successor that may be approved by Administrative Agent) shall hold and maintain all necessary licenses, certifications and permits required by Applicable Law. Borrower shall fully perform all of its covenants, agreements and obligations under the Property Management Agreement and shall cause the Property Manager to enter into a Subordination of Management Agreement upon execution of the Property Management Agreement. Without Administrative Agent’s prior approval, no management fee payable to a Property Manager which is an Affiliate of Borrower may exceed [three percent (3%)] of actual operating revenues.
Control; Management. Except as expressly permitted in Section 3.9 of the Mortgages, there shall be no change in the day-to-day control and management of Borrower or Borrower’s general partner or managing member without the prior written consent of Lender. Borrower shall not terminate, replace or appoint any property manager or terminate or amend the property management agreement for any Project without Lender’s prior written approval, which approval shall not be unreasonably withheld. Any change in ownership or control of the property manager shall be cause for Lender to re-approve such property manager and property management agreement. Each property manager shall hold and maintain all necessary licenses, certifications and permits required by law. Borrower shall fully perform all of its covenants, agreements and obligations under the property management agreements. The property management fee payable under each property management agreement shall not exceed six percent (6.0%) of gross revenues collected.
Control; Management. (1) Without the prior written consent of Lender in Lender's sole discretion, there shall be no Change in Control or change in the day‑to‑day control and management of Borrower, Borrower's Manager, the SRTCC Member or any other member or non member manager of Borrower or Borrower's Manager, and no change in their respective organizational documents relating to control over Borrower and/or the Project provided however in the event Guarantor is unable to serve as the manager of Borrower's Manager because of his death or disability then (a) either one of Xxxxx Xxxxxxxxx or Xxxxxxx X. Xxxxxxxxx Xx may act as replacement manager of Borrower's Manager without Lender consent so long as Lender shall receive prompt written notice of such replacement within 20 days of such death or disability of Guarantor; together with evidence that such replacement manager is the duly authorized or elected and acting manager of Borrower's Manager and (b) any replacement of Borrower's Manager pursuant to the terms of Borrower's Operating Agreement shall require the prior written approval of Lender.
Control; Management. There shall be no change in the officers or directors of the Company without the consent of the Buyer.
Control; Management. Borrower shall not terminate, replace or appoint any manager or terminate or amend the Property Management Agreement for the Project without Administrative Agent’s prior written approval. Any change in ownership or control of the Property Manager shall be cause for Administrative Agent to re-approve such Property Manager and Property Management Agreement. If at any time Administrative Agent consents to the appointment of a new manager, such new manager and Borrower shall, as a condition of Administrative Agent’s consent, execute a Property Manager’s Consent and Subordination of Property Management Agreement in the form then used by Administrative Agent. Each manager shall hold and maintain all necessary licenses, certifications and permits required by law. Borrower shall fully perform all of its covenants, agreements and obligations under the Property Management Agreement.
Control; Management. Without the prior written consent of Lender, there shall be no change in the day-to-day control and management of Borrower or Borrower’s general partner or managing member, and no change in their respective organizational documents relating to control over Borrower, Borrower’s general partner or managing member and/or any Project. Borrower shall not, nor shall Borrower permit any Subsidiary to, enter into, terminate, replace or appoint any property manager or terminate or amend the property management agreement in any material respect for any Project without Lender’s prior written approval. Any change in ownership or control of a property manager shall be cause for Lender to re-approve such property manager and its property management agreement. Each property manager shall hold and maintain all necessary licenses, certifications and permits required by law. Borrower shall fully perform all of its covenants, agreements and obligations under any property management agreement to which it is a party. Borrower shall cause each Subsidiary to fully perform all of its covenants, agreements and obligations under any property management agreement to which Subsidiary is a party. Notwithstanding anything to the contrary in this Section 8.3, changes in the individual officers and directors and managers of the REIT and its subsidiaries shall be permitted without the consent of Lender so long as such entities maintain their status as Qualified Managers.
Control; Management. Without the prior written consent of Lender, there shall be no change in the day-to-day control and management of Borrower or Borrower's general partner or managing member, and no change in their respective organizational documents relating to control over Borrower, Borrower's general partner or managing member and/or the Project. Borrower shall not terminate, replace or appoint any Manager or terminate or amend the Management Agreement without Lender's prior written approval, which shall not be unreasonably withheld. Any change in ownership or control of the Manager shall be cause for Lender to reapprove (in its reasonable discretion) such Manager and Management Agreement, provided that Borrower shall not be in breach of this requirement unless Borrower has failed to notify Lender of such change in ownership or control after Borrower obtains actual knowledge of such event. Each Manager shall hold and maintain all necessary licenses, certifications and permits required by law. Borrower shall fully perform all of its covenants, agreements and obligations under the Management Agreement.
Control; Management. There shall be no change in the day-to-day control and management of Borrower or Borrower’s general partner or managing member without the prior written consent of Lender. Borrower shall not terminate, replace or appoint any manager or terminate or amend the management agreement for the Project without Lender’s prior written approval, which approval shall not be unreasonably withheld. Any change in ownership or control of the manager shall be cause for Lender to re-approve such manager and management agreement. Each manager shall hold and maintain all necessary licenses, certifications and permits required by law. Borrower shall fully perform all of its covenants, agreements and obligations under the management agreement. The property management fee payable under the management agreement shall not exceed three and one-half percent (3.5%) of rental collections; provided, however, that an additional asset management fee not to exceed two and one-half percent (2.5%) of rental collections may be paid so long as all Debt Service payments and all property management fees and expenses have been paid when due, and further provided that payment of any property management fee or asset management fee shall in all events be subordinate to the payment of the Loan, and no accrual or deferral of my asset management fee shall be permitted.
Control; Management. Except as permitted in Section 7.2, there shall be no change in the day-to-day control and management of any Borrower, Guarantor or any Master Tenant without the written consent of Agent. Borrowers and/or Master Tenants shall hold and maintain all necessary licenses, certifications and permits required by law.
