Common use of Management of Collateral Clause in Contracts

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management Agreement or Agreements, each Approved Property Manager shall agree that its Approved Management Agreement is subject and subordinate to the Debt. Without the prior written consent of the Lender in its sole and absolute discretion, Borrower shall not appoint a successor to the Approved Property Manager to manage the Property. Any successor manager of the Property permitted hereunder shall execute a Subordination of Property Management Agreement for Lender’s benefit. (b) Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager permitted hereunder) at all times while the Loan is outstanding to maintain worker’s compensation insurance as required by Governmental Authorities. (c) Borrower shall notify Lender in writing of any “Event of Default” (or similar term) under and as defined in the Approved Management Agreement of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Management Agreement to cure such Events of Default of Borrower under the Approved Management Agreement. Any reasonable actual out-of-pocket expenses incurred by Lender to cure any such Event of Default shall constitute a part of the Debt and shall be due from Borrower within ten Business Days after written demand therefor. (d) Lender shall have the right to require Borrower to replace the Approved Property Manager with a Person which is not an Affiliate of Borrower and is approved by Lender in its sole good faith discretion upon the occurrence of any one or more of the following events: (i) at any time following the occurrence of an Event of Default and acceleration of the Loan or the Senior Loan, (ii) if Approved Property Manager shall be in default under the Approved Management Agreement beyond any applicable notice and cure periods or (iii) at any time due to the Approved Property Manager’s fraud or willful misconduct. (e) Neither Borrower Party shall consent to or otherwise permit any Modification to the terms of the Approved Management Agreement (including, without limitation, any increase in the fee payable to the Approved Property Manager thereunder) without having first obtained the prior written approval of Lender with respect thereto.

Management of Collateral. (a) The Each Property shall be managed at all times by an Approved Property Manager Manager. If Borrower is not or does not remain the Approved Property Manager, the management shall be pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management Agreement or Agreements, each Approved Property Manager (other than Borrower acting in a self-management capacity without fee) shall agree that its Approved Management Agreement is Agreement, and all fees thereunder (including any incentive fees) are subject and subordinate to the DebtIndebtedness. Without the prior written consent of the Lender in its sole and absolute discretion, Borrower shall not may from time to time appoint a successor to the an Approved Property Manager to manage the Property. Any applicable Property pursuant to an Approved Management Agreement, and such successor manager of the Property permitted hereunder shall execute for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. If the Approved Property Manager is other than Borrower acting in a self-management capacity without fee, the per annum fees of the Approved Property Manager (including any incentive fees) shall not, at any time, exceed 3% of the gross revenues of the relevant Property for Lender’s benefitthe then most recently concluded Test Period. (b) Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager permitted hereunderManager) to maintain at all times while the Loan is outstanding to maintain worker’s compensation insurance as required by Governmental Authorities.. Gxxxxxx Sxxxx Commercial Mortgage Capital, L.P. Loan Agreement Life Time Fitness Portfolio (c) Borrower shall notify Lender in writing of any “Event default of Default” (Borrower or similar term) an Approved Property Manager under and as defined in any of the Approved Management Agreement Agreements, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the such Subordination of Management Agreement Agreement, to cure such Events of Default defaults of Borrower under the such Approved Management Agreement. Any reasonable actual out-of-pocket expenses incurred by Lender to cure any such Event of Default default shall constitute a part of the Debt Indebtedness and shall be due from Borrower within ten Business Days after written upon demand thereforby Lender. (d) Lender shall have the right to require Borrower to replace the Approved Property Manager with a Person which is not an Affiliate of Borrower and is approved by Lender in its sole good faith discretion upon Upon the occurrence of any one or more of and during the following events: (i) at any time following the occurrence continuance of an Event of Default and acceleration of the Loan Default, or the Senior Loan, (ii) if a material default by an Approved Property Manager shall be under an Approved Management Agreement after the expiration of any applicable cure period or upon the filing of a bankruptcy petition or the occurrence of a similar event with respect to an Approved Property Manager, or at any time when Borrower is obligated to make fundings of the Monthly Capital Expenditure Reserve Amount, Lender may, in default under its sole discretion, require Borrower to terminate its own self management or the Approved Management Agreement beyond any applicable notice and cure periods or (iii) at any time due to the Approved Property Manager’s fraud or willful misconduct. (e) Neither Borrower Party shall consent to or otherwise permit any Modification to the terms of the Approved Management Agreement (including, without limitation, any increase in the fee payable to the engage an Approved Property Manager thereunder) without having first obtained the prior written approval of selected by Lender with respect theretoto serve as replacement Approved Property Manager pursuant to an Approved Management Agreement.

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management Agreement or Agreements, each Approved Property Manager shall agree that its Approved Management Agreement is and all accrued incentive fees payable to the Approved Property Manager thereunder (as opposed to incentive fees paid currently) are subject and subordinate to the DebtIndebtedness. Without In the prior written consent of event Hyatt shall cease to be the Lender in its sole and absolute discretionApproved Property Manager, Borrower shall not may appoint a successor to the replacement Approved Property Manager to manage the Property. Any Property pursuant to an Approved Management Agreement, and such successor manager of the Property permitted hereunder shall execute a Subordination of Property Management Agreement for Lender’s benefitbenefit a subordination and non-disturbance of property management agreement in form and substance reasonably satisfactory to Lender. The per annum base management fees of the Approved Property Manager shall not, at any time, exceed the Maximum Management Fee. (b) Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager permitted hereunderManager) to maintain at all times while the Loan is outstanding to maintain worker’s compensation insurance as required by Governmental Authorities. (c) Borrower shall notify Lender in writing of any “Event default of Default” (Borrower, Operating Lessee or similar term) the Approved Property Manager under and as defined in the Approved Management Agreement Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Management Agreement Agreement, to cure such Events of Default defaults of Borrower or Operating Lessee under the Approved Management Agreement. Any reasonable actual out-of-pocket expenses incurred by Lender to cure any such Event of Default default shall constitute a part of the Debt Indebtedness and shall be due from Borrower within ten Business Days after written upon demand thereforby Lender. (d) During the continuance of a material default by the Approved Property Manager under the Approved Management Agreement (after the expiration of any applicable notice and/or cure periods), or if the Approved Property Manager files or is the subject of a petition in bankruptcy, or if a trustee or receiver is appointed for the Approved Property Manager’s assets or the Approved Property Manager makes an assignment for the benefit of creditors, or if the Approved Property Manager is adjudicated insolvent, then, in any such case, Lender shall have the right to require Borrower to replace exercise any and all available remedies under the Approved Management Agreement, and if the exercise of such remedies shall result in the termination of the Approved Management Agreement, engage an Approved Property Manager with a Person which is not reasonably acceptable to Lender to serve as replacement Approved Property Manager pursuant to an Affiliate of Borrower and is approved by Lender Approved Management Agreement. Notwithstanding anything to the contrary contained herein or in its sole good faith discretion upon the occurrence any other Loan Document, Lender’s approval of any one or more replacement Approved Management Agreement shall be subject to such agreement providing for a cash management system that is reasonably acceptable to Lender and, as a condition to Lender’s approval of any replacement Approved Management Agreement, Lender may require this Agreement and the following events: (i) at Cash Management Agreement to be amended to the extent required to conform such agreements to any time following such cash management system; provided, however, if the occurrence of an Event of Default and acceleration of the Loan or the Senior Loan, (ii) if replacement Approved Property Manager shall be Hilton, Marriott or Starwood, then the cash management provisions contained in default under this Agreement as of the Closing Date shall apply with respect to the Hilton, Marriott or Starwood replacement Approved Property Management Agreement, as the case may be, and Lender shall not require that the cash management provisions contained in this Agreement and the Cash Management Agreement beyond any applicable notice and cure periods or (iii) at any time due to the Approved Property Manager’s fraud or willful misconductbe amended. (e) Neither Borrower Party shall consent to or otherwise permit any Modification to the terms of the Approved Management Agreement (including, without limitation, any increase in the fee payable to the Approved Property Manager thereunder) without having first obtained the prior written approval of Lender with respect thereto.

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management Agreement or Agreements, each Approved Property Manager shall agree that its Approved Management Agreement is and all fees thereunder (including any incentive fees) are subject and subordinate to the DebtIndebtedness. Without the prior written consent of the Lender in its sole and absolute discretion, Borrower shall not may from time to time appoint a successor to the an Approved Property Manager to manage the Property. Any Property pursuant to an Approved Management Agreement, and such successor manager of the Property permitted hereunder shall execute for Lender’s benefit a Subordination of Property Management Agreement for in form and substance reasonably satisfactory to Lender’s benefit. The per annum fees of the Approved Property Manager (including any incentive fees) shall not, at any time, exceed the Maximum Management Fee. (b) Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager permitted hereunderManager) to maintain at all times while the Loan is outstanding to maintain worker’s compensation insurance as required by Governmental Authorities. (c) Borrower shall notify Lender in writing of any “Event default of Default” (Borrower or similar term) the Approved Property Manager under and as defined in the Approved Management Agreement Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Property Management Agreement Agreement, to cure such Events of Default defaults of Borrower under the Approved Management Agreement. Any reasonable actual out-of-pocket expenses incurred by Lender to cure any such Event of Default default shall constitute a part of the Debt Indebtedness and shall be due from Borrower within ten Business Days after written upon demand thereforby Lender. (d) Lender shall have During the right to require Borrower to replace continuance of an Event of Default, or following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, or during the continuance of a material default by the Approved Property Manager with a Person which is not an Affiliate of Borrower and is approved by Lender in its sole good faith discretion upon the occurrence of any one or more of the following events: (i) at any time following the occurrence of an Event of Default and acceleration of the Loan or the Senior Loan, (ii) if Approved Property Manager shall be in default under the Approved Management Agreement beyond (after the expiration of any applicable notice and and/or cure periods periods), or (iii) at any time due to if the Approved Property Manager files or is the subject of a petition in bankruptcy, or if a trustee or receiver is appointed for the Approved Property Manager’s fraud assets or willful misconduct. (e) Neither the Approved Property Manager makes an assignment for the benefit of creditors, or if the Approved Property Manager is adjudicated insolvent, then, in any such case, Lender may, in its sole discretion, terminate or require Borrower Party shall consent to or otherwise permit any Modification to the terms of terminate the Approved Management Agreement (including, without limitation, any increase in the fee payable to the and engage an Approved Property Manager thereunder) without having first obtained the prior written approval of selected by Lender with respect theretoto serve as replacement Approved Property Manager pursuant to an Approved Management Agreement.

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant Borrower may from time to time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and, as a condition to such appointment, such Approved Property Manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s benefit a Subordination of Property Management Agreement or Agreementsin form and substance reasonably satisfactory to Lender, each pursuant to which such Approved Property Manager shall agree that its Approved Management Agreement is and all fees thereunder (including any incentive fees) are subject and subordinate to the DebtIndebtedness and (y) deliver an updated Nonconsolidation Opinion if such Approved Property Manager is an Affiliate of Borrower. Without the prior written consent The per annum base management fees of the Lender in its sole and absolute discretion, Borrower shall not appoint a successor to the Approved Property Manager to manage shall not, at any time, exceed the Property. Any successor manager of the Property permitted hereunder shall execute a Subordination of Property Maximum Management Agreement for Lender’s benefitFee. (b) Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager permitted hereunderManager) to maintain at all times while the Loan is outstanding to maintain worker’s compensation insurance as required by Governmental Authorities. (c) Borrower shall notify Lender in writing of any “Event default of Default” (Borrower or similar term) the Approved Property Manager under and as defined in the Approved Management Agreement Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Management Agreement Agreement, to cure such Events of Default defaults of Borrower under the Approved Management Agreement. Any reasonable actual out-of-pocket expenses incurred by Lender to cure any such Event of Default default shall constitute a part of the Debt Indebtedness and shall be due from Borrower within ten Business Days after promptly following written demand thereforby Lender. (d) Lender In the event that (i) an Event of Default shall be continuing and the Loan has been accelerated, (ii) any foreclosure, conveyance in lieu of foreclosure or other similar transaction following an Event of Default shall have the right to require Borrower to replace occurred, (iii) a material default by the Approved Property Manager with a Person which is not an Affiliate of Borrower and is approved by Lender in its sole good faith discretion upon the occurrence of any one or more of the following events: (i) at any time following the occurrence of an Event of Default and acceleration of the Loan or the Senior Loan, (ii) if Approved Property Manager shall be in default under the Approved Management Agreement beyond (after the expiration of any applicable notice and and/or cure periods periods) shall be continuing, (iv) the Approved Property Manager files or is the subject of a petition in bankruptcy, (iiiv) at any time due to a trustee or receiver is appointed for the Approved Property Manager’s fraud assets or willful misconduct. the Approved Property Manager makes an assignment for the benefit of creditors, or (evi) Neither the Approved Property Manager is adjudicated insolvent, then, in any such case, Lender may, in its sole discretion, terminate or require Borrower Party shall consent to or otherwise permit any Modification to the terms of terminate the Approved Management Agreement and engage a replacement property manager (includingwhich shall be selected by Borrower, without limitationwithin thirty (30) days after Lender requires Borrower to terminate the then Approved Property Manager, any increase and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the fee payable event that the Loan has been accelerated, such replacement manager may be selected by Lender in Lender’s sole and absolute discretion) to the serve as a replacement Approved Property Manager thereunder) without having first obtained pursuant to an Approved Management Agreement in accordance with the prior written approval terms of Lender with respect theretoSection 5.10(a).

Management of Collateral. (a) The Each Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management Agreement or Agreements, each Approved Property Manager shall agree that its Approved Management Agreement is subject and subordinate to the Debt. Without the prior written consent of the Lender in its sole and absolute discretion, Borrower shall not appoint a successor to the Approved Property Manager to manage the Property. Any successor manager of the Property permitted hereunder shall execute a Subordination of Property Management Agreement for Lender’s benefit.69 [AM_ACTIVE 400655008_12] (b) Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager permitted hereunderManager) to maintain at all times while the Loan is outstanding to maintain worker’s compensation insurance as required by Governmental Authorities. (c) Borrower shall notify Lender in writing of any “Event default of Default” (Borrower or similar term) the Approved Property Manager under and as defined in the Approved Management Agreement Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Property Management Agreement Agreement, to cure such Events of Default defaults of Borrower under the Approved Management Agreement. Any reasonable actual and documented out-of-pocket expenses incurred by Lender to cure any such Event of Default default shall constitute a part of the Debt Indebtedness and shall be due from Borrower within ten Business Days after written upon demand thereforby Lender. (d) Lender shall have During the right to require Borrower to replace continuance of an Event of Default, or following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, or during the continuance of a material default by the Approved Property Manager with under the Approved Management Agreement (after the expiration of any applicable notice and/or cure periods), or if the Approved Property Manager files or is the subject of a Person which petition in bankruptcy, or if a trustee or receiver is not appointed for the Approved Property Manager’s assets or the Approved Property Manager makes an Affiliate assignment for the benefit of Borrower and creditors, or if the Approved Property Manager is approved by adjudicated insolvent, then, in any such case, Lender may, in its sole good faith discretion upon discretion, terminate or require Borrower to terminate the occurrence of any one Approved Management Agreement and engage an Approved Property Manager selected by Borrower, subject to Lender’s reasonable approval, or more of in the following events: (i) at any time following the occurrence event of an Event of Default and acceleration or following any foreclosure, conveyance-in-lieu of the Loan foreclosure or the Senior Loanother similar transaction, (ii) if selected by Lender, to serve as replacement Approved Property Manager shall be in default under the pursuant to an Approved Management Agreement beyond any applicable notice and cure periods or (iii) at any time due to the Approved Property Manager’s fraud or willful misconductAgreement. (e) Neither Borrower Party shall consent to or otherwise permit any Modification to In the terms of event that the Approved Management Agreement (includingis scheduled to expire at any time during the term of the Loan, without limitationBorrower shall submit to Lender by no later than 30 days prior to such expiration a draft replacement management agreement for approval in accordance with the terms and conditions hereof. Borrower’s failure to submit the same within such time-frame shall, any increase in the fee payable to the Approved Property Manager thereunder) without having first obtained the prior written approval at Lender’s option, constitute an immediate Event of Lender with respect theretoDefault.

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management Agreement or Agreements, each Approved Property Manager shall agree that its Approved Management Agreement is subject and subordinate to the Debt. Without the prior written consent of the Lender in its sole and absolute discretion, Borrower shall not appoint a successor to the Approved Property Manager to manage the Property. Any successor manager of the Property permitted hereunder shall execute a Subordination of Property Management Agreement for Lender’s benefit. (b) Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager permitted hereunder) at all times while the Loan is outstanding to maintain worker’s compensation insurance as required by Governmental Authorities. (c) Borrower shall notify Lender in writing of any “Event of Default” (or similar term) under and as defined in the Approved Management Agreement of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Management Agreement to cure such Events of Default of Borrower under the Approved Management Agreement. Any reasonable actual out-of-pocket expenses incurred by Lender to cure any such Event of Default shall constitute a part of the Debt and shall be due from Borrower within ten Business Days after written demand therefor. (d) Lender shall have the right to require Borrower to replace the Approved Property Manager with a Person which is not an Affiliate of Borrower and is approved by Lender in its sole good faith discretion upon the occurrence of any one or more of the following events: (i) at any time following the occurrence of an Event of Default and acceleration of the Loan, the Senior Loan, the Senior Mezzanine Loan or the Senior Junior A Mezzanine Loan, (ii) if Approved Property Manager shall be in default under the Approved Management Agreement beyond any applicable notice and cure periods or (iii) at any time due to the Approved Property Manager’s fraud or willful misconduct. (e) Neither Borrower Party shall consent to or otherwise permit any Modification to the terms of the Approved Management Agreement (including, without limitation, any increase in the fee payable to the Approved Property Manager thereunder) without having first obtained the prior written approval of Lender with respect thereto.

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to In the Subordination of Property Management Agreement or Agreements, each event that the Approved Property Manager shall agree that its Approved Management Agreement is subject and subordinate cease to be the property manager with respect to the Debt. Without the prior written consent of the Lender in its sole and absolute discretionProperty, Borrower shall not may appoint a successor to the replacement Approved Property Manager to manage the PropertyProperty pursuant to an Approved Management Agreement. Any If such successor manager of the Property permitted hereunder is a national manager, such successor manager shall execute a Subordination of Property Management Agreement for Lender’s benefitbenefit a subordination and non-disturbance of property management agreement in form and substance reasonably satisfactory to Lender. If such successor manager is an affiliate of Borrower, then (i) Borrower shall deliver to Lender a new nonconsolidation opinion reasonably acceptable to Lender with respect to such successor manager and new Approved Management Agreement, and (ii) such successor manager shall execute for Lender’s benefit a subordination agreement that shall permit termination of such new Approved Management Agreement upon the occurrence of a Manager Termination Event and shall be in form and substance reasonably satisfactory to Lender. (b) Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager permitted hereunderManager) to maintain at all times while the Loan is outstanding to maintain worker’s compensation insurance as required by Governmental Authorities. (c) Borrower shall notify Lender in writing of any “Event default of Default” (Borrower or similar term) the Approved Property Manager under and as defined in the Approved Management Agreement Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Management Agreement Nondisturbance Agreement, to cure such Events of Default defaults of Borrower under the Approved Management Agreement. Any reasonable actual out-of-pocket expenses incurred by Lender to cure any such Event of Default default shall constitute a part of the Debt Indebtedness and shall be due from Borrower within ten five Business Days after from receipt of written demand thereforby Lender. (d) Lender shall have If and to the right to require Borrower to replace the Approved Property Manager with a Person which is not an Affiliate of Borrower and is approved by Lender in its sole good faith discretion upon the occurrence of any one or more of the following events: (i) at any time following the occurrence of an Event of Default and acceleration of the Loan or the Senior Loan, (ii) if Approved Property Manager shall be in default extent permitted under the Approved Management Agreement beyond and subject to the provisions of the Nondisturbance Agreement, following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, or during the continuance of (i) an Event of Default hereunder, and (ii) a material default (after the expiration of any applicable notice and and/or cure periods periods) by the Approved Property Manager under the Approved Management Agreement (provided that an Event of Default shall also be continuing hereunder), or, subject to applicable law, if the Approved Property Manager files or (iii) at any time due to is the subject of a petition in bankruptcy, or if a trustee or receiver is appointed for the Approved Property Manager’s fraud assets or willful misconductthe Approved Property Manager makes an assignment for the benefit of creditors, or if the Approved Property Manager is adjudicated insolvent, then, in any such case (any such event, a “Manager Termination Event”), Lender may, in its sole discretion, terminate or require Borrower to terminate the Approved Management Agreement and engage another Approved Property Manager to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement. (e) Neither Borrower Party shall consent to or otherwise permit any Modification to In the terms of event that the Approved Management Agreement (includingis scheduled to expire at any time during the term of the Loan, without limitationBorrower shall submit to Lender by no later than 60 days prior to such expiration a draft replacement management agreement for approval in accordance with the terms and conditions hereof. Borrower’s failure to submit the same within such time-frame shall, any increase in the fee payable to the Approved Property Manager thereunder) without having first obtained the prior written approval at Lender’s option, constitute an immediate Event of Lender with respect theretoDefault.