Common use of Control; Management Clause in Contracts

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. (1) Except in connection with a Property Transfer or an Equity Transfer as may be permitted by Section 9.1, there shall be no change of control of the day-to-day management of any Borrower without the prior written consent of Administrative Agent. No Borrower shall cause the Project to be managed by a Qualified terminate, replace or appoint any 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 terminate or amend an existing Management Agreement dated as 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 the Closing Datesuch Borrower. The Manager shall manage the Project pursuant to a management agreement approved by Administrative Agent in its reasonable discretionIn such event, and no any Management Agreement entered into with such Qualifying 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 subject 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 proceedingprior written approval. Any change in ownership or Control control of the Manager shall be cause for Administrative Agent to re-approve such Manager and such 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 shallManager, as a condition of Administrative Agent’s consentconsent (a) if such new Manager is a Person described in clause (b) or clause (c) of the definition of “Qualified Manager”, execute the applicable Borrower and such Manager shall enter into a Management Agreement and such Borrower shall deliver to Administrative Agent a fully executed Subordination of Management Agreement and (b) no Manager may receive as a management fee an amount in excess of 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 definition of “Qualified Manager”, such Borrower shall deliver to Administrative Agent a fully executed Subordination of Management Agreement. Each manager Manager shall hold and maintain all necessary licenses, certifications and permits required by law. Prior law in order to properly discharge its obligations with respect to the execution applicable Property. Each Borrower shall, in all material respects, fully perform all of its covenants, agreements and delivery to Administrative Agent of obligations under 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. (1) Borrower There shall cause be no change in any of 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 Managers under any 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 Agreements or otherwise with respect to the Project and Properties without the Loan Documents and that prior written consent of the Administrative Agent may terminate and Agent. No Borrower shall terminate, replace the Manager with an independent third-party or appoint any property manager if: (a) an or terminate, cancel, or materially modify the Management Agreement or enter into any agreement relating to the management or operation of the Properties with Manager or any other Person without the Administrative Agent’s prior written reasonable approval; provided, so long as no Event of Default has occurred exists and is continuingBorrower 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, (b1) the Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, (2) the Manager is in default of its obligations under the Management Agreement beyond any applicable notice and such default has not been cured within the applicable cure periods set forth therein, period or (c3) 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 becomes insolvent or may be so removed, a replacement manager and management agreement acceptable to the subject of any bankruptcy proceeding. Any change in ownership or Control Administrative Agent shall assume management of the Manager Properties and shall be cause for Administrative Agent to re-approve such Manager and Management Agreement, such approval receive a property management fee not to be unreasonably withheld, conditioned or delayedexceed then current market rates. If at any time the Administrative Agent consents to the appointment of a new manager, such new manager and each Borrower shall, as a condition of the Administrative Agent’s consent, execute a Manager’s Consent and Subordination of Management AgreementAgreement in the form then used by the Administrative Agent. Each property manager shall be required to hold and maintain all necessary licenses, certifications and permits required by law. Prior to Each Borrower shall fully perform all of its covenants, agreements and obligations under 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. (1) Except in connection with a Property Transfer or an Equity Transfer as may be permitted by Section 9.1, there shall be no change of control of the day-to-day management of any Borrower Party without the prior written consent of Administrative Agent. No Property Guarantor shall cause the Project to be managed by a Qualified terminate, replace or appoint any 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 terminate or amend an existing Management Agreement dated as 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 the Closing Datesuch Borrower Party. The Manager shall manage the Project pursuant to a management agreement approved by Administrative Agent in its reasonable discretionIn such event, and no any Management Agreement entered into with such Qualifying 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 subject 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 proceedingprior written approval. Any change in ownership or Control control of the Manager shall be cause for Administrative Agent to re-approve such Manager and such 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 shallManager, as a condition of Administrative Agent’s consentconsent (a) if such new Manager is a Person described in clause (b) or clause (c) of the definition of “Qualified Manager”, execute the applicable Property Guarantor and such Manager shall enter into a Management Agreement and such Property Guarantor shall deliver to Administrative Agent a fully executed Subordination of Management Agreement and (b) no Manager may receive as a management fee an amount in excess of 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 definition of “Qualified Manager”, such Property Guarantor shall deliver to Administrative Agent a fully executed Subordination of Management Agreement. Each manager Manager shall hold and maintain all necessary licenses, certifications and permits required by law. Prior law in order to properly discharge its obligations with respect to the execution applicable Property. Each Property Guarantor shall, in all material respects, fully perform all of its covenants, agreements and delivery to Administrative Agent of obligations under 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. (1) Borrower shall cause remain under the Project to be managed by a Qualified Manager engaged by control of ARC at all times while this Agreement is in effect. Borrower and reasonably approved by Administrative Agent shall not terminate, replace or another property appoint any manager engaged by or terminate or amend 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 for a Project without Lender's prior written approval. Borrower shall fully perform all of its reasonable discretioncovenants, agreements and no Manager shall be engaged prior to approval of such obligations under the management agreement. The Manager 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 not more than up to three percent (3%) of total Operating RevenuesRevenues pursuant to a management agreement approved by Lender, in Lender's sole and absolute discretion. The Manager No management fee shall deliver an executed Subordination of Management Agreementbe payable if Borrower manages the Projects. If Borrower seeks to replace the manager, which Lender retains full and absolute approval right over such substitute manager, management fee and management agreement. Lender shall provideapprove all managers and management contracts, among other thingsboth presently existing and prior to entering into such contracts in the future; in addition, that the Management Agreement is all management fees payable under any management contract shall be subordinate to Administrative Agent’s lien arising under the Mortgage and be paid following full payment of all of Administrative Agent’s rights with respect to the Project and Debt Service payments on 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 proceedingeach fiscal year. Any change in ownership or Control control of the Manager manager shall be cause for Administrative Agent Lender 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 Agreementmanagement contract. Each manager shall hold and maintain all necessary licenses, certifications and permits required by law. Prior , and, if not an Affiliate of Borrower, shall enter a non-competition agreement to the execution and delivery effect that such manager will not acquire, construct, operate or manage any facility similar to Administrative Agent the Projects (i.e., an independent living units facility or an assisted living facility) within a 5-mile radius of any Subordination Project at any time while any portion of Management Agreement, the Loan is outstanding. Borrower shall deliver such authorizations strictly comply with the Management Standards set forth in Exhibit B attached hereto, and shall not enter into, modify, amend, or resolutions terminate any existing management agreement, except in accordance with the Management Standards and incumbency certificates of Manager and opinions relating to such Subordination of Management Agreement as reasonably requested by Administrative Agentthis Section 8.3.

Control; Management. (1) Borrower shall cause the Project to be managed by a Qualified Manager engaged by Borrower and reasonably approved by Administrative Agent 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 another property appoint any manager engaged by or terminate or amend 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 for a Project without Lender's prior written approval. Operating Lessee shall fully perform all of its reasonable discretioncovenants, agreements and no Manager shall be engaged prior to approval of such obligations under the management agreement. The Manager 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 not more than three up to four percent (34%) of total Operating RevenuesRevenues pursuant to a management agreement approved by Lender, in Lender's sole and absolute discretion. The Manager No management fee shall deliver an executed Subordination of Management Agreementbe payable if Operating Lessee manages the Projects. If Operating Lessee seeks to replace the manager, which Lender retains full and absolute approval right over such substitute manager, management fee and management agreement. Lender shall provideapprove all managers and management contracts, among other thingsboth presently existing and prior to entering into such contracts in the future; in addition, that the Management Agreement is all management fees payable under any management contract shall be subordinate to Administrative Agent’s lien arising under the Mortgage and be paid following full payment of all of Administrative Agent’s rights with respect to the Project and Debt Service payments on 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 proceedingeach fiscal year. Any change in ownership or Control of the Manager manager shall be cause for Administrative Agent Lender 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 Agreementmanagement contract. Each manager Operating Lessee shall hold and maintain all necessary licenses, certifications and permits required by law. Prior Any manager of a Project, if not an Affiliate of Operating Lessee, shall enter a non-competition agreement to the execution and delivery effect that such manager will not acquire, construct, operate or manage any facility similar to Administrative Agent the Projects (i.e., an independent living units facility or an assisted living facility) within a five-mile radius of any Subordination Project at any time while any portion of the Loan is outstanding. Operating Lessee shall strictly comply with the Management AgreementStandards set forth in Exhibit C attached hereto, Borrower and shall deliver such authorizations not enter into, modify, amend, or resolutions terminate any existing management agreement, except in accordance with the Management Standards and incumbency certificates of Manager and opinions relating to such Subordination of Management Agreement as reasonably requested by Administrative Agentthis Section 8.3.

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 There shall be engaged no change in the day-to-day control and management of Borrower or Borrower's managing member without the 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 written consent of Administrative Agent’s rights with respect to the Project and the Loan Documents and that Administrative Agent may , except as set forth in Section 8.1(c). Borrower shall not terminate, replace or appoint any Property Manager or 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 or amend any Management Agreement and such default has not been cured within the applicable cure periods set forth thereinor Borrower's Limited Liability Company Agreement without Administrative Agent's prior written approval; provided, or (c) the Manager becomes insolvent or the subject of any bankruptcy proceedinghowever, that Shurgard is hereby approved as an acceptable Property Manager. Any change in ownership or Control control of the Property Manager shall be cause for Administrative Agent to re-approve reapprove such Property 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 AgreementAgreement pertaining thereof. Each manager Property Manager shall hold and maintain all necessary licenses, certifications and permits required by law. Prior Borrower shall fully perform all of its covenants, agreements and obligations under the Management Agreement. Without the prior approval of Administrative Agent, Borrower shall not permit or allow Property Manager to assign, transfer, or delegate its duties and responsibilities with respect to the execution Properties or any part thereof. The Management Agreement and delivery the payment of all fees, costs, expenses and other sums due thereunder shall be subordinated to the Loans, except that the Property Manager shall not be required to render services to Administrative Agent after foreclosure without compensation. Property Manager shall be required to and shall execute Administrative Agent's standard form of any Subordination subordination of Management Agreementmanagement agreement, Borrower which agreement shall deliver such authorizations or resolutions and incumbency certificates of provide, among other things, that the Property Manager and opinions relating to such Subordination of Management Agreement as reasonably requested may be terminated by Administrative Agent, without penalty or fee, if (A) Property Manager becomes insolvent or bankrupt, or (B) an Event of Default or a Potential Default occurs.