Common use of Management and Leasing Clause in Contracts

Management and Leasing. (A) Borrowers shall cause Manager to manage the each Individual Property in accordance with the Management Agreement. Each Borrower shall (i) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement to which it is a party on the part of such Borrower to be performed and observed and (ii) promptly notify Lender of any notice to any Borrower of any default under any of the Management Agreement of which it is aware. If any Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of such Borrower to be performed or observed beyond applicable notice and cure periods, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrowers from any of its obligations hereunder or under the Management Agreement upon five (5) Business Days’ notice to Borrowers, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of such Borrower to be performed or observed. Borrowers shall cause any new Manager to execute and deliver a subordination agreement reasonably satisfactory to Lender at the time of execution and delivery of any Management Agreement. (B) No Borrower shall surrender, terminate, cancel, materially modify, renew or extend such Management Agreement, or enter into any other Management Agreement with Manager or any other Person, or consent to the assignment by the Manager of its interest under the Management Agreement, in each case without the express consent of Lender, which consent may be conditioned upon Borrowers delivering a Rating Confirmation. If at any time Lender consents to the appointment of a new Manager (which consent shall not be unreasonably withheld in the absence of an Event of Default if a Rating Confirmation is obtained, or if Lender does not require a Rating Confirmation), such new Manager and Borrowers shall, as a condition of Lender’s consent, execute a subordination of management agreement in the form delivered in connection with the closing of the Loan. (C) Lender shall have the right to require Borrowers to replace the Manager with a Person chosen by Lender, upon the earliest to occur of any one or more of the following events: (i) the occurrence and continuance of an Event of Default; (ii) thirty (30) days after notice from Lender to Borrowers that Manager has engaged in fraud, gross negligence, malfeasance or willful misconduct arising from or in connection with its performance under the Management Agreement, or Manager’s default under the Management Agreement which is not cured within any applicable cure period provided under the Management Agreement; (iii) a change in control of Manager, or (iv) if the Debt Service Coverage Ratio shall be less than the Minimum DSCR Threshold.

Management and Leasing. (A) Borrowers shall cause Manager to manage the each Individual Property Properties in accordance with the Management Agreement. Each Borrower Borrowers shall (i) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement to which it is a party on the part of such Borrower Borrowers to be performed and observed and (ii) promptly notify Lender of any notice to any Borrower Borrowers of any default under any of the Management Agreement of which it is aware. If any Borrower Borrowers shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of such Borrower Borrowers to be performed or observed beyond applicable notice and cure periods, then, without limiting Lender’s 's other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrowers from any of its obligations hereunder or under the Management Agreement upon five (5) Business Days’ ' notice to Borrowers, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of such Borrower Borrowers to be performed or observed. Borrowers shall use its best reasonable efforts to cause any new Manager to execute and deliver a subordination agreement reasonably satisfactory to Lender at the time of execution and delivery of any Management Agreement. (B) No Borrower Borrowers shall not surrender, terminate, cancel, materially modify, renew or extend such Management Agreement, or enter into any other Management Agreement with Manager or any other PersonPerson (except that Borrowers may continue to renew the existing Management Agreement unless the Manager thereunder is replaced pursuant to Section 5.13 (C) below provided such Manager acknowledges the continued validity of the Assignment of Management Agreement), or consent to the assignment by the Manager of its interest under the Management Agreement, in each case without the express consent of Lender, which consent may be conditioned upon Borrowers delivering a Rating ConfirmationConfirmation if required under any pooling and servicing agreement relating to any Securitization involving the Loan (or any portion thereof) or otherwise to the extent such Rating Confirmation is required for similar transactions. If at any time Lender consents to the appointment of a new Manager (which consent shall not be unreasonably withheld in the absence of an Event of Default if a Rating Confirmation is obtained, or if Lender does not require a Rating Confirmation), such new Manager and Borrowers shall, as a condition of Lender’s 's consent, execute a subordination of management agreement in the form delivered in connection with the closing of the Loan. (C) Lender shall have the right to require Borrowers to replace the Manager with a Person chosen by Lender, upon the earliest to occur of following any one or more of the following events: (i) the occurrence and continuance of an Event of Default; (ii) thirty (30) days after notice from Lender to Borrowers that Manager has engaged in fraud, gross negligence, malfeasance or willful misconduct arising from or in connection with its performance under the Management Agreement, or Manager’s 's default under the Management Agreement which is not cured within any applicable cure period provided under the Management Agreement; (iii) a change in control of Manager, or (iv) if the Debt Service Coverage Ratio shall be less than the Minimum DSCR ThresholdThreshold for any two (2) consecutive Calendar Quarters.

Management and Leasing. (A) Borrowers Borrower shall cause Manager to manage the each Individual Property in accordance with the Management Agreement. Each Borrower shall (i) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement to which it is a party on the part of such Borrower to be performed and observed and (ii) promptly notify Lender of any notice to any Borrower of any default under any of the Management Agreement of which it is aware. If any Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of such Borrower to be performed or observed beyond applicable notice and cure periods, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrowers Borrower from any of its obligations hereunder or under the Management Agreement upon five (5) Business Days’ notice to BorrowersBorrower, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of such Borrower to be performed or observed. Borrowers Borrower shall cause any new Manager to execute and deliver a subordination agreement reasonably satisfactory to Lender at the time of execution and delivery of any Management Agreement. (B) No Borrower shall not surrender, terminate, cancel, materially modify, renew or extend such Management Agreement, or enter into any other Management Agreement with Manager or any other Person, or consent to the assignment by the Manager of its interest under the Management Agreement, in each case without the express consent of Lender, which consent may be conditioned upon Borrowers Borrower delivering a Rating Confirmation. If at any time Lender consents to the appointment of a new Manager (which consent shall not be unreasonably withheld in the absence of an Event of Default if a Rating Confirmation is obtained, or if Lender does not require a Rating Confirmation), such new Manager and Borrowers Borrower shall, as a condition of Lender’s consent, execute a subordination of management agreement in the form delivered in connection with the closing of the Loan. (C) Lender shall have the right to require Borrowers Borrower to replace the Manager with a Person chosen by Lender, upon the earliest to occur of any one or more of the following events: (i) the occurrence and continuance of an Event of Default; (ii) thirty (30) days after notice from Lender to Borrowers Borrower that Manager has engaged in fraud, gross negligence, malfeasance or willful misconduct arising from or in connection with its performance under the Management Agreement, or Manager’s material default under the Management Agreement which is not cured within any applicable cure period provided under the Management Agreement; or (iii) a change in control of Manager, or (iv) if the Debt Service Coverage Ratio shall be less than the Minimum DSCR Threshold.