Common use of Control; Management Clause in Contracts

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 Lxxxx Xxxxxxxxx or Wxxxxxx 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) an replacement of Borrower's Manager pursuant to Section 8.16 of the Borrower's Operating Agreement shall require the prior written approval of Lender. (2) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Property Management Agreement. Borrower may from time to time appoint a replacement Approved Property Manager to manage the applicable Property pursuant to an Approved Property Management Agreement, provided that (i) no Event of Default is continuing, (ii) Lender receives at least sixty (60) days’ prior written notice of same and (iii) such successor manager shall execute and deliver to Lender for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. The management fees payable to any Approved Property Manager shall not exceed management fees in excess of 5% of Operating Revenues. (3) Lender may terminate or require Borrower to terminate the engagement of the Property Manager and engage an Approved Property Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Property Management Agreement (i) during the continuance of an Event of Default, (ii) following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, (iii) during the continuance of a material default by the Approved Property Manager under the Approved Property Management Agreement (after the expiration of any applicable notice and/or cure periods), (iv) if a Bankruptcy occurs in respect of the Approved Property Manager or (v) if the Approved Property Manager engages in gross negligence, willful misconduct, fraud or misappropriation of funds in respect of the Project or its duties with respect thereto and the Borrower has failed to replace the Approved Property Manager in accordance with this Agreement within 30 days of any finding of gross negligence, willful misconduct, fraud or misappropriation of funds. (4) Without limitation of the foregoing, if the Approved Property Management Agreement is terminated pursuant to the Subordination of Property Management Agreement, ceases to be in full force or effect or is for any other reason no longer in effect, then Lender may require Borrower to engage, in accordance with the terms and conditions set forth herein and in the Subordination of Property Management Agreement, a new Approved Property Manager to manage the Property, which such new Approved Property Manager shall be engaged pursuant to an Approved Property Management Agreement. (5) Notwithstanding that the Property will be managed by an Approved Property Manager, Borrower shall ensure that the Property is managed in a commercially reasonable manner and that its obligations as the lessor under all Leases are performed. Borrower shall enforce, in a commercially reasonable manner, the obligations of the tenants under such Leases.

Control; Management. (1) Without There shall be no change in the day-to-day Control and management of any Borrower or Borrower Party without the prior written consent of Lender in Lender's sole discretionthe Administrative Agent; provided, there shall be no Change in Control or however, that a change in the day-to-day control and management of any Borrower, Borrower's Manager, the SRTCC Member BPE or any other member or non member manager of Borrower or Borrower's Manager, either P&V Owner shall not be deemed to have occurred hereunder if 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 Lxxxx Xxxxxxxxx or Wxxxxxx X. Xxxxxxxxx Xx may act as replacement manager of Borrower's Manager without Lender consent for so long as Lender BPPI has direct or indirect Control over the Borrowers, BPE and the P&V Owners. The Borrowers shall receive prompt written notice of such replacement within 20 days of such death not terminate, replace or disability of Guarantor; together with evidence that such replacement manager is appoint any Manager or terminate or amend any Management Agreement for the duly authorized or elected and acting manager of BorrowerProjects without the Administrative Agent's Manager and (b) an replacement of Borrower's Manager pursuant to Section 8.16 of the Borrower's Operating Agreement shall require the prior written approval which approval shall not be unreasonably, withheld, delayed or conditioned. Any change in ownership or Control of Lender.the Manager shall be cause for the Administrative Agent to re-approve such Manager and Management Agreement. If at any time the Administrative Agent consents to the appointment of a new manager, such new manager and the applicable Borrower shall, as a condition of the Administrative Agent's consent, execute a Property Manager's Consent and Subordination of Management Agreement in the form then used by the Administrative Agent. Each Manager shall hold and maintain all necessary licenses, certifications and permits required by law. The Borrowers shall fully perform all of its covenants, agreements and obligations under each Management Agreement. The Borrowers shall: (1) cause each Manager to perform in all material respects all of its covenants, agreements and obligations under the applicable Management Agreements; (2) The Property shall be managed at all times by an Approved Property Manager pursuant give prompt notice to an Approved Property Management Agreement. Borrower may from time to time appoint a replacement Approved Property Manager to manage the applicable Property pursuant to an Approved Property Management Agreement, provided that (i) no Event Administrative Agent of Default is continuing, (ii) Lender receives at least sixty (60) days’ prior written any material notice of same and (iii) such successor manager shall execute and deliver to Lender for Lender’s benefit a Subordination of Property default under any Management Agreement by Manager when received or delivered by Manager in form and substance reasonably satisfactory to Lender. The management fees payable to connection with or otherwise affecting a Project together with a complete copy of any Approved Property Manager shall not exceed management fees in excess of 5% of Operating Revenues.such notice; (3) Lender may not terminate or require Borrower to terminate materially modify, alter or amend the engagement terms of any Management Agreement in connection with or otherwise affecting a Project without the prior written consent of the Property Manager and engage an Approved Property Manager selected by Lender to serve Administrative Agent or as replacement Approved Property Manager pursuant to an Approved Property Management Agreement (i) during the continuance of an Event of Default, (ii) following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, (iii) during the continuance of a material default by the Approved Property Manager under the Approved Property Management Agreement (after the expiration of any applicable notice and/or cure periods), (iv) if a Bankruptcy occurs in respect of the Approved Property Manager or (v) if the Approved Property Manager engages in gross negligence, willful misconduct, fraud or misappropriation of funds in respect of the Project or its duties with respect thereto and the Borrower has failed to replace the Approved Property Manager in accordance with this Agreement within 30 days of any finding of gross negligence, willful misconduct, fraud or misappropriation of funds.expressly permitted hereunder; (4) Without limitation not take any action that is in contravention of the foregoing, if the Approved Property Management Manager Subordination Agreement is terminated pursuant and Assignment of Contracts as it relates to the Subordination of Property Management Agreement, ceases to be in full force or effect or is for any other reason no longer in effect, then Lender may require Borrower to engage, in accordance with the terms and conditions set forth herein and in the Subordination of Property Management Agreement, a new Approved Property Manager to manage the Property, which such new Approved Property Manager shall be engaged pursuant to an Approved Property Management Agreement.; and (5) Notwithstanding that the Property will be managed by an Approved Property Manager, Borrower shall ensure that the Property is managed appear in a commercially reasonable and defend any action growing out of or in any manner and that its obligations as the lessor under all Leases are performed. Borrower shall enforce, in a commercially reasonable manner, the obligations of the tenants under such Leasesconnected with any Management Agreement.

Control; Management. (1) Without There shall be no change in any of the Managers under any of the Management Agreements or otherwise with respect to the Properties without the prior written consent of Lender in Lender's sole discretionthe Administrative Agent. No Borrower shall terminate, there shall be no Change in Control replace or change in appoint any property manager or terminate, cancel, or materially modify the day-to-day control and Management Agreement or enter into any agreement relating to the management or operation of Borrower, Borrower's Manager, the SRTCC Member Properties with Manager or any other member or non member manager of Borrower or Borrower's ManagerPerson without the Administrative Agent’s prior written reasonable approval; provided, 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 Lxxxx Xxxxxxxxx or Wxxxxxx 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) an replacement of Borrower's Manager pursuant to Section 8.16 of the Borrower's Operating Agreement shall require the prior written approval of Lender. (2) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Property Management Agreement. Borrower may from time to time appoint a replacement Approved Property Manager to manage the applicable Property pursuant to an Approved Property Management Agreement, provided that (i) no Event of Default is continuingexists and Borrower provides written notice to the Administrative Agent, the Borrowers may, upon the expiration of the term of any Management Agreement, extend or renew said Management Agreement on substantially the same terms and conditions as the then existing Management Agreement and, with the Administrative Agent’s prior written approval, not to be unreasonably withheld, to make such revisions thereto as may be reasonably required for tax planning purposes of the Borrowers and/or the Borrower Parties. Each Borrower, upon the request of the Administrative Agent, shall terminate the Manager, without penalty or fee, if at any time during the Loans, (ii1) Lender receives the Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, (2) the Manager is in default under the Management Agreement beyond any applicable notice and cure period or (3) there exists a monetary Event of Default or the Loans have been accelerated by the Administrative Agent, on behalf of the Lenders, following the occurrence of any Event of Default. At such time as the Manager may be so removed, a replacement manager and management agreement acceptable to the Administrative Agent shall assume management of the Properties and shall receive a property management fee not to exceed then current market rates. If at least sixty (60) days’ prior written notice any time the Administrative Agent consents to the appointment of same a new manager, such new manager and (iii) such successor manager shall each Borrower shall, as a condition of the Administrative Agent’s consent, execute a Manager’s Consent and deliver to Lender for Lender’s benefit a Subordination of Property Management Agreement in the form and substance reasonably satisfactory to Lender. The management fees payable to any Approved Property Manager shall not exceed management fees in excess of 5% of Operating Revenues. (3) Lender may terminate or require Borrower to terminate the engagement of the Property Manager and engage an Approved Property Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Property Management Agreement (i) during the continuance of an Event of Default, (ii) following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, (iii) during the continuance of a material default then used by the Approved Property Manager Administrative Agent. Each property manager shall be required to hold and maintain all necessary licenses, certifications and permits required by law. Each Borrower shall fully perform all of its covenants, agreements and obligations under the Approved Property Management Agreement (after the expiration of any applicable notice and/or cure periods), (iv) if a Bankruptcy occurs in respect of the Approved Property Manager or (v) if the Approved Property Manager engages in gross negligence, willful misconduct, fraud or misappropriation of funds in respect of the Project or its duties with respect thereto and the Borrower has failed to replace the Approved Property Manager in accordance with this Agreement within 30 days of any finding of gross negligence, willful misconduct, fraud or misappropriation of funds. (4) Without limitation of the foregoing, if the Approved Property Management Agreement is terminated pursuant to the Subordination of Property Management Agreement, ceases to be in full force or effect or is for any other reason no longer in effect, then Lender may require Borrower to engage, in accordance with the terms and conditions set forth herein and in the Subordination of Property Management Agreement, a new Approved Property Manager to manage the Property, which such new Approved Property Manager shall be engaged pursuant to an Approved Property Management Agreement. (5) Notwithstanding that the Property will be managed by an Approved Property Manager, Borrower shall ensure that the Property is managed in a commercially reasonable manner and that its obligations as the lessor under all Leases are performed. Borrower shall enforce, in a commercially reasonable manner, the obligations of the tenants under such Leases.

Control; Management. (1) Without Borrower shall cause the prior written consent 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 Lender 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 Lender's sole its reasonable 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 Manager shall be engaged prior to control over Borrower and/or 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 provided however in and the event Guarantor is unable to serve as Loan Documents and that Administrative Agent may terminate and replace the Manager with an independent third-party property manager of Borrower's Manager because of his death or disability then if: (a) either one an Event of Lxxxx Xxxxxxxxx or Wxxxxxx 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 Default has occurred and is the duly authorized or elected and acting manager of Borrower's Manager and continuing, (b) an replacement the Manager is in default of Borrower's 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 pursuant to Section 8.16 becomes insolvent or the subject of any bankruptcy proceeding. Any change in ownership or Control of the Borrower's Operating 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 shall require the prior written approval of Lenderas reasonably requested by Administrative Agent. (2) The Property Borrower shall deliver to the Administrative Agent, as and when executed, certified copies of all material maintenance, management, service, leasing and sales contracts entered into with respect to the Project, each of which shall be managed entered into with a party, and on terms and conditions, reasonably acceptable to the Administrative Agent, and contemporaneously with entering into each material contract, at all times by an Approved Property Manager the Administrative Agent’s option, request the service provider under each such contract to deliver to the Administrative Agent a Consent and Agreement or “will-serve” letter, on a form reasonably acceptable to the Administrative Agent, pursuant to an Approved Property Management Agreement. Borrower may from time which such service provider shall undertake, inter alia, to time appoint a replacement Approved Property Manager to manage continue performance on behalf of the applicable Property pursuant to an Approved Property Management Agreement, provided that (i) no Lenders following any Event of Default is continuing, without additional cost (ii) Lender receives at least sixty (60) days’ prior written notice of same and (iii) such successor manager shall execute and deliver to Lender for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. The management fees payable to any Approved Property Manager shall not exceed management fees in excess of 5% of Operating Revenues. (3) Lender may terminate or require Borrower to terminate the engagement of the Property Manager and engage an Approved Property Manager selected by Lender to serve as replacement Approved Property Manager other than sums owed pursuant to an Approved Property Management Agreement (i) during such contract for services thereafter rendered to or for the continuance of an Event of Default, (ii) following any foreclosure, conveyance in lieu of foreclosure Administrative Agent or other similar transaction, (iii) during the continuance of a material default by the Approved Property Manager under the Approved Property Management Agreement (after the expiration of any applicable notice and/or cure periodsLenders at its or their request), (iv) if a Bankruptcy occurs in respect of the Approved Property Manager or (v) if the Approved Property Manager engages in gross negligence, willful misconduct, fraud or misappropriation of funds in respect of the Project or its duties with respect thereto and the Borrower has failed to replace the Approved Property Manager in accordance with this Agreement within 30 days of any finding of gross negligence, willful misconduct, fraud or misappropriation of funds. (4) Without limitation of the foregoing, if the Approved Property Management Agreement is terminated pursuant to the Subordination of Property Management Agreement, ceases to be in full force or effect or is for any other reason no longer in effect, then Lender may require Borrower to engage, in accordance with the terms and conditions set forth herein and in the Subordination of Property Management Agreement, a new Approved Property Manager to manage the Property, which such new Approved Property Manager shall be engaged pursuant to an Approved Property Management Agreement. (5) Notwithstanding that the Property will be managed by an Approved Property Manager, Borrower shall ensure that the Property is managed in a commercially reasonable manner and that its obligations as the lessor under all Leases are performed. Borrower shall enforce, in a commercially reasonable manner, the obligations of the tenants under such Leases.

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 Lxxxx Xxxxx Xxxxxxxxx or Wxxxxxx 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) an replacement of Borrower's Manager pursuant to Section 8.16 of the Borrower's Operating Agreement shall require the prior written approval of Lender. (2) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Property Management Agreement. Borrower may from time to time appoint a replacement Approved Property Manager to manage the applicable Property pursuant to an Approved Property Management Agreement, provided that (i) no Event of Default is continuing, (ii) Lender receives at least sixty (60) days’ prior written notice of same and (iii) such successor manager shall execute and deliver to Lender for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. The management fees payable to any Approved Property Manager shall not exceed management fees in excess of 5% of Operating Revenues. (3) Lender may terminate or require Borrower to terminate the engagement of the Property Manager and engage an Approved Property Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Property Management Agreement (i) during the continuance of an Event of Default, (ii) following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, (iii) during the continuance of a material default by the Approved Property Manager under the Approved Property Management Agreement (after the expiration of any applicable notice and/or cure periods), (iv) if a Bankruptcy occurs in respect of the Approved Property Manager or (v) if the Approved Property Manager engages in gross negligence, willful misconduct, fraud or misappropriation of funds in respect of the Project or its duties with respect thereto and the Borrower has failed to replace the Approved Property Manager in accordance with this Agreement within 30 days of any finding of gross negligence, willful misconduct, fraud or misappropriation of funds. (4) Without limitation of the foregoing, if the Approved Property Management Agreement is terminated pursuant to the Subordination of Property Management Agreement, ceases to be in full force or effect or is for any other reason no longer in effect, then Lender may require Borrower to engage, in accordance with the terms and conditions set forth herein and in the Subordination of Property Management Agreement, a new Approved Property Manager to manage the Property, which such new Approved Property Manager shall be engaged pursuant to an Approved Property Management Agreement. (5) Notwithstanding that the Property will be managed by an Approved Property Manager, Borrower shall ensure that the Property is managed in a commercially reasonable manner and that its obligations as the lessor under all Leases are performed. Borrower shall enforce, in a commercially reasonable manner, the obligations of the tenants under such Leases.

Control; Management. (1) Without the prior written consent of Lender Except in Lender's sole discretionconnection with a Property Transfer or an Equity Transfer as may be permitted by Section 9.1, there shall be no Change in Control or change in of control of the day-to-day control and management of Borrowerany Borrower Party without the prior written consent of Administrative Agent. No Property Guarantor shall terminate, Borrower's replace or appoint any Manager or terminate or amend an existing Management Agreement or enter into a new Management Agreement without Administrative Agent’s prior written approval; provided, however, that (i) any Borrower Party may replace a Manager with a Qualifying Manager without Administrative Agent’s prior written approval and (ii) any Borrower Party may terminate without Administrative Agent’s prior written approval its Management Agreement if such Management Agreement is with an Affiliate of such Borrower Party. In such event, any Management Agreement entered into with such Qualifying Manager shall be subject to Administrative Agent’s prior written approval. Any change in ownership or control of the Manager shall be cause for Administrative Agent to re-approve such Manager and such Management Agreement. If at any time Administrative Agent consents to the appointment of a new Manager, the SRTCC Member or any other member or non member manager as a condition 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 Administrative Agent’s consent (a) either one if such new Manager is a Person described in clause (b) or clause (c) of Lxxxx Xxxxxxxxx or Wxxxxxx X. Xxxxxxxxx Xx may act as replacement manager the definition of Borrower's “Qualified Manager”, the applicable Property Guarantor and such Manager without Lender consent so long as Lender shall receive prompt written notice enter into a Management Agreement and such Property Guarantor shall deliver to Administrative Agent a fully executed Subordination 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 Management Agreement and (b) no Manager may receive as a management fee an replacement amount in excess of Borrower's Manager pursuant to Section 8.16 three percent (3.0%) of Operating Revenues for the applicable Individual Property. For the avoidance of doubt, if any Property Guarantor enters into a new Management Agreement with a manager described in clause (b) or clause (c) of the Borrower's Operating Agreement definition of “Qualified Manager”, such Property Guarantor shall require the prior written approval deliver to Administrative Agent a fully executed Subordination of Lender. (2) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Property Management Agreement. Borrower may from time Each Manager shall hold and maintain all necessary licenses, certifications and permits required by law in order to time appoint a replacement Approved Property Manager properly discharge its obligations with respect to manage the applicable Property. Each Property pursuant to an Approved Property Management Agreement, provided that (i) no Event of Default is continuing, (ii) Lender receives at least sixty (60) days’ prior written notice of same and (iii) such successor manager shall execute and deliver to Lender for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. The management fees payable to any Approved Property Manager shall not exceed management fees in excess of 5% of Operating Revenues. (3) Lender may terminate or require Borrower to terminate the engagement of the Property Manager and engage an Approved Property Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Property Management Agreement (i) during the continuance of an Event of Default, (ii) following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, (iii) during the continuance of a material default by the Approved Property Manager under the Approved Property Management Agreement (after the expiration of any applicable notice and/or cure periods), (iv) if a Bankruptcy occurs in respect of the Approved Property Manager or (v) if the Approved Property Manager engages in gross negligence, willful misconduct, fraud or misappropriation of funds in respect of the Project or its duties with respect thereto and the Borrower has failed to replace the Approved Property Manager in accordance with this Agreement within 30 days of any finding of gross negligence, willful misconduct, fraud or misappropriation of funds. (4) Without limitation of the foregoing, if the Approved Property Management Agreement is terminated pursuant to the Subordination of Property Management Agreement, ceases to be in full force or effect or is for any other reason no longer in effect, then Lender may require Borrower to engageGuarantor shall, in accordance with the terms all material respects, fully perform all of its covenants, agreements and conditions set forth herein and in the Subordination of Property Management Agreement, a new Approved Property Manager to manage the Property, which such new Approved Property Manager shall be engaged pursuant to an Approved Property obligations under any Management Agreement. (5) Notwithstanding that the Property will be managed by an Approved Property Manager, Borrower shall ensure that the Property is managed in a commercially reasonable manner and that its obligations as the lessor under all Leases are performed. Borrower shall enforce, in a commercially reasonable manner, the obligations of the tenants under such Leases.

Control; Management. (1) Without Borrower and Operating Lessee shall remain under the Control of ARCSPE at all times while this Agreement is in effect. Operating Lessee shall not terminate, replace or appoint any manager or terminate or amend the management agreement for a Project without Lender's prior written consent approval. Operating Lessee shall fully perform all of Lender its covenants, agreements and obligations under the management agreement. Operating Lessee, or an Affiliate of Operating Lessee, shall serve as manager of the Projects. If the manager is an Affiliate of Operating Lessee, such manager shall be entitled to receive a management fee of up to four percent (4%) of Operating Revenues pursuant to a management agreement approved by Lender, in Lender's sole and absolute discretion, there . No management fee shall be no Change in Control or change payable if Operating Lessee manages the Projects. If Operating Lessee seeks to replace the manager, Lender retains full and absolute approval right over such substitute manager, management fee and management agreement. Lender shall approve all managers and management contracts, both presently existing and prior to entering into such contracts in the day-to-day control and management of Borrowerfuture; in addition, 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 Lxxxx Xxxxxxxxx or Wxxxxxx 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) an replacement of Borrower's Manager pursuant to Section 8.16 of the Borrower's Operating Agreement shall require the prior written approval of Lender. (2) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Property Management Agreement. Borrower may from time to time appoint a replacement Approved Property Manager to manage the applicable Property pursuant to an Approved Property Management Agreement, provided that (i) no Event of Default is continuing, (ii) Lender receives at least sixty (60) days’ prior written notice of same and (iii) such successor manager shall execute and deliver to Lender for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. The management fees payable under any management contract shall be subordinate to and be paid following full payment of all Debt Service payments on the Loan in each fiscal year. Any change in ownership or Control of the manager shall be cause for Lender to re-approve such manager and management contract. Operating Lessee shall hold and maintain all necessary licenses, certifications and permits required by law. Any manager of a Project, if not an Affiliate of Operating Lessee, shall enter a non-competition agreement to the effect that such manager will not acquire, construct, operate or manage any Approved Property Manager facility similar to the Projects (i.e., an independent living units facility or an assisted living facility) within a five-mile radius of any Project at any time while any portion of the Loan is outstanding. Operating Lessee shall strictly comply with the Management Standards set forth in Exhibit C attached hereto, and shall not exceed enter into, modify, amend, or terminate any existing management fees in excess of 5% of Operating Revenues. (3) Lender may terminate or require Borrower to terminate the engagement of the Property Manager and engage an Approved Property Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Property Management Agreement (i) during the continuance of an Event of Defaultagreement, (ii) following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, (iii) during the continuance of a material default by the Approved Property Manager under the Approved Property Management Agreement (after the expiration of any applicable notice and/or cure periods), (iv) if a Bankruptcy occurs in respect of the Approved Property Manager or (v) if the Approved Property Manager engages in gross negligence, willful misconduct, fraud or misappropriation of funds in respect of the Project or its duties with respect thereto and the Borrower has failed to replace the Approved Property Manager in accordance with this Agreement within 30 days of any finding of gross negligence, willful misconduct, fraud or misappropriation of funds. (4) Without limitation of the foregoing, if the Approved Property Management Agreement is terminated pursuant to the Subordination of Property Management Agreement, ceases to be in full force or effect or is for any other reason no longer in effect, then Lender may require Borrower to engage, except in accordance with the terms Management Standards and conditions set forth herein and in the Subordination of Property Management Agreement, a new Approved Property Manager to manage the Property, which such new Approved Property Manager shall be engaged pursuant to an Approved Property Management Agreementthis Section 8.3. (5) Notwithstanding that the Property will be managed by an Approved Property Manager, Borrower shall ensure that the Property is managed in a commercially reasonable manner and that its obligations as the lessor under all Leases are performed. Borrower shall enforce, in a commercially reasonable manner, the obligations of the tenants under such Leases.

Control; Management. (1) Without the prior written consent of Lender Except in Lender's sole discretionconnection with a Property Transfer or an Equity Transfer as may be permitted by Section 9.1, there shall be no Change in Control or change in of control of the day-to-day control and management of any Borrower without the prior written consent of Administrative Agent. No Borrower shall terminate, replace or appoint any Manager or terminate or amend an existing Management Agreement or enter into a new Management Agreement without Administrative Agent’s prior written approval; provided, however, that (i) any Borrower may replace a Manager with a Qualifying Manager without Administrative Agent’s prior written approval and (ii) any Borrower may terminate without Administrative Agent’s prior written approval its Management Agreement if such Management Agreement is with an Affiliate of such Borrower. In such event, Borrower's any Management Agreement entered into with such Qualifying Manager shall be subject to Administrative Agent’s prior written approval. Any change in ownership or control of the Manager shall be cause for Administrative Agent to re-approve such Manager and such Management Agreement. If at any time Administrative Agent consents to the appointment of a new Manager, the SRTCC Member or any other member or non member manager as a condition 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 Administrative Agent’s consent (a) either one if such new Manager is a Person described in clause (b) or clause (c) of Lxxxx Xxxxxxxxx or Wxxxxxx X. Xxxxxxxxx Xx may act as replacement manager the definition of Borrower's “Qualified Manager”, the applicable Borrower and such Manager without Lender consent so long as Lender shall receive prompt written notice enter into a Management Agreement and such Borrower shall deliver to Administrative Agent a fully executed Subordination 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 Management Agreement and (b) no Manager may receive as a management fee an replacement amount in excess of Borrower's Manager pursuant to Section 8.16 three percent (3.0%) of Operating Revenues for the applicable Individual Property. For the avoidance of doubt, if any Borrower enters into a new Management Agreement with a manager described in clause (b) or clause (c) of the Borrower's Operating Agreement definition of “Qualified Manager”, such Borrower shall require the prior written approval deliver to Administrative Agent a fully executed Subordination of Lender. (2) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Property Management Agreement. Borrower may from time Each Manager shall hold and maintain all necessary licenses, certifications and permits required by law in order to time appoint a replacement Approved Property Manager properly discharge its obligations with respect to manage the applicable Property pursuant to an Approved Property Management Agreement, provided that (i) no Event of Default is continuing, (ii) Lender receives at least sixty (60) days’ prior written notice of same and (iii) such successor manager shall execute and deliver to Lender for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to LenderProperty. The management fees payable to any Approved Property Manager shall not exceed management fees in excess of 5% of Operating Revenues. (3) Lender may terminate or require Each Borrower to terminate the engagement of the Property Manager and engage an Approved Property Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Property Management Agreement (i) during the continuance of an Event of Default, (ii) following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, (iii) during the continuance of a material default by the Approved Property Manager under the Approved Property Management Agreement (after the expiration of any applicable notice and/or cure periods), (iv) if a Bankruptcy occurs in respect of the Approved Property Manager or (v) if the Approved Property Manager engages in gross negligence, willful misconduct, fraud or misappropriation of funds in respect of the Project or its duties with respect thereto and the Borrower has failed to replace the Approved Property Manager in accordance with this Agreement within 30 days of any finding of gross negligence, willful misconduct, fraud or misappropriation of funds. (4) Without limitation of the foregoing, if the Approved Property Management Agreement is terminated pursuant to the Subordination of Property Management Agreement, ceases to be in full force or effect or is for any other reason no longer in effect, then Lender may require Borrower to engageshall, in accordance with the terms all material respects, fully perform all of its covenants, agreements and conditions set forth herein and in the Subordination of Property Management Agreement, a new Approved Property Manager to manage the Property, which such new Approved Property Manager shall be engaged pursuant to an Approved Property obligations under any Management Agreement. (5) Notwithstanding that the Property will be managed by an Approved Property Manager, Borrower shall ensure that the Property is managed in a commercially reasonable manner and that its obligations as the lessor under all Leases are performed. Borrower shall enforce, in a commercially reasonable manner, the obligations of the tenants under such Leases.

Control; Management. (1) Without Borrower shall remain under the control of ARC at all times while this Agreement is in effect. Borrower shall not terminate, replace or appoint any manager or terminate or amend the management agreement for a Project without Lender's prior written consent approval. Borrower shall fully perform all of Lender its covenants, agreements and obligations under the management agreement. Borrower, or an Affiliate, shall serve as manager of the Projects. If the manager is an Affiliate of Borrower, such manager shall be entitled to receive a management fee of up to three percent (3%) of Operating Revenues pursuant to a management agreement approved by Lender, in Lender's sole and absolute discretion, there . No management fee shall be no Change payable if Borrower manages the Projects. If Borrower seeks to replace the manager, Lender retains full and absolute approval right over such substitute manager, management fee and management agreement. Lender shall approve all managers and management contracts, both presently existing and prior to entering into such contracts in Control or the future; in addition, all management fees payable under any management contract shall be subordinate to and be paid following full payment of all Debt Service payments on the Loan in each fiscal year. Any change in ownership or control of the daymanager shall be cause for Lender to re-to-day control approve such manager and management contract. Each manager shall hold and maintain all necessary licenses, certifications and permits required by law, and, if not an Affiliate of Borrower, Borrower's Managershall enter a non-competition agreement to the effect that such manager will not acquire, construct, operate or manage any facility similar to the SRTCC Member Projects (i.e., an independent living units facility or an assisted living facility) within a 5-mile radius of any other member or non member manager Project at any time while any portion of the Loan is outstanding. Borrower or Borrower's Managershall strictly comply with the Management Standards set forth in Exhibit B attached hereto, 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 Lxxxx Xxxxxxxxx or Wxxxxxx 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) an replacement of Borrower's Manager pursuant to Section 8.16 of the Borrower's Operating Agreement shall require the prior written approval of Lender. (2) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Property Management Agreement. Borrower may from time to time appoint a replacement Approved Property Manager to manage the applicable Property pursuant to an Approved Property Management Agreement, provided that (i) no Event of Default is continuing, (ii) Lender receives at least sixty (60) days’ prior written notice of same and (iii) such successor manager shall execute and deliver to Lender for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. The management fees payable to any Approved Property Manager shall not exceed enter into, modify, amend, or terminate any existing management fees in excess of 5% of Operating Revenues. (3) Lender may terminate or require Borrower to terminate the engagement of the Property Manager and engage an Approved Property Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Property Management Agreement (i) during the continuance of an Event of Defaultagreement, (ii) following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, (iii) during the continuance of a material default by the Approved Property Manager under the Approved Property Management Agreement (after the expiration of any applicable notice and/or cure periods), (iv) if a Bankruptcy occurs in respect of the Approved Property Manager or (v) if the Approved Property Manager engages in gross negligence, willful misconduct, fraud or misappropriation of funds in respect of the Project or its duties with respect thereto and the Borrower has failed to replace the Approved Property Manager in accordance with this Agreement within 30 days of any finding of gross negligence, willful misconduct, fraud or misappropriation of funds. (4) Without limitation of the foregoing, if the Approved Property Management Agreement is terminated pursuant to the Subordination of Property Management Agreement, ceases to be in full force or effect or is for any other reason no longer in effect, then Lender may require Borrower to engage, except in accordance with the terms Management Standards and conditions set forth herein and in the Subordination of Property Management Agreement, a new Approved Property Manager to manage the Property, which such new Approved Property Manager shall be engaged pursuant to an Approved Property Management Agreementthis Section 8.3. (5) Notwithstanding that the Property will be managed by an Approved Property Manager, Borrower shall ensure that the Property is managed in a commercially reasonable manner and that its obligations as the lessor under all Leases are performed. Borrower shall enforce, in a commercially reasonable manner, the obligations of the tenants under such Leases.

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 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 Lxxxx Xxxxx Xxxxxxxxx or Wxxxxxx 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) an any replacement of Borrower's Manager pursuant to Section 8.16 the terms of the Borrower's Operating Agreement shall require the prior written approval of Lender. (2) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Property Management Agreement. Borrower may from time to time appoint a replacement Approved Property Manager to manage the applicable Property pursuant to an Approved Property Management Agreement, provided that (i) no Event of Default is continuing, (ii) Lender receives at least sixty (60) days’ prior written notice of same and (iii) such successor manager shall execute and deliver to Lender for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. The management fees payable to any Approved Property Manager shall not exceed management fees in excess of 5% of Operating Revenues. (3) Lender may terminate or require Borrower to terminate the engagement of the Property Manager and engage an Approved Property Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Property Management Agreement (i) during the continuance of an Event of Default, (ii) following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, (iii) during the continuance of a material default by the Approved Property Manager under the Approved Property Management Agreement (after the expiration of any applicable notice and/or cure periods), (iv) if a Bankruptcy occurs in respect of the Approved Property Manager or (v) if the Approved Property Manager engages in gross negligence, willful misconduct, fraud or misappropriation of funds in respect of the Project or its duties with respect thereto and the Borrower has failed to replace the Approved Property Manager in accordance with this Agreement within 30 days of any finding of gross negligence, willful misconduct, fraud or misappropriation of funds. (4) Without limitation of the foregoing, if the Approved Property Management Agreement is terminated pursuant to the Subordination of Property Management Agreement, ceases to be in full force or effect or is for any other reason no longer in effect, then Lender may require Borrower to engage, in accordance with the terms and conditions set forth herein and in the Subordination of Property Management Agreement, a new Approved Property Manager to manage the Property, which such new Approved Property Manager shall be engaged pursuant to an Approved Property Management Agreement. (5) Notwithstanding that the Property will be managed by an Approved Property Manager, Borrower shall ensure that the Property is managed in a commercially reasonable manner and that its obligations as the lessor under all Leases are performed. Borrower shall enforce, in a commercially reasonable manner, the obligations of the tenants under such Leases.