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, and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness and that during the continuance of a Cash Trap Period or Event of Default, its management fees may not exceed 1.5% of Operating Income. Borrower may from time to time appoint a successor manager, which successor manager shall be an Approved Property Manager, to manage the Property pursuant to an Approved Management Agreement, and such successor manager shall execute a Subordination of Property Management Agreement for Lender's benefit. (b) Borrower covenants and agrees that each Approved Property Manager (including any successor Approved Property Manager) shall at all times while the Loan is outstanding maintain worker's compensation insurance as required by Governmental Authorities. (c) Borrower shall notify Lender in writing of any "Event of Default" under and as defined in the Approved Management Agreement of which Borrower has actual knowledge. (d) Upon the occurrence and during the continuance of an Event of Default, Lender may, in its sole discretion, require Borrower to terminate any or all of the Approved Management Agreements and engage an Approved Property Managers selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement.

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, Agreement and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness and that during the continuance of a Cash Trap Period or Event of Default, its management fees may not exceed 1.5% of Operating IncomeIndebtedness. Borrower may from time to time appoint a successor manager, which successor manager shall be an Approved Property Manager, Manager to manage the applicable Property pursuant to an Approved Management Agreement, and such successor manager shall execute for Lender’s benefit a Subordination of Property Management Agreement in the form of the Subordination of Property Management Agreement in effect on the Closing Date or in such other form as shall be reasonably satisfactory to Lender. The aggregate per annum fees payable by Borrower to the Approved Property Manager (including any incentive fees), whether pursuant to the Approved Management Agreement or otherwise, shall not, at any time, exceed 4% of the gross Revenues of the Properties for Lender's benefitthe then most recently concluded Test Period. (b) Borrower covenants and agrees that shall cause each Approved Property Manager (including any successor Approved Property Manager) shall to maintain at all times while the Loan is outstanding maintain worker's ’s compensation insurance as required by Governmental Authorities. (c) Borrower shall notify Lender in writing of any "Event of Default" under and as defined in the Approved Management Agreement of which Borrower has actual knowledge. (d) Upon the occurrence and during During the continuance of an Event of DefaultDefault that has not been waived by Lender in writing, or a material default by an Approved Property Manager 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, Lender may, in its sole discretion, require Borrower to terminate any or all of the Approved Management Agreements Agreement and engage an Approved Property Managers Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Management Agreementin Lender’s sole discretion.

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, and all fees thereunder (including any incentive fees) ), are subject and subordinate to the Indebtedness and that during in accordance with the continuance Subordination of a Cash Trap Period or Event of Default, its management fees may not exceed 1.5% of Operating IncomeProperty Management Agreement. Borrower may from time to time appoint a successor manager, which successor manager shall be an Approved Property Manager, to manage the Property pursuant to an Approved Management Agreement, and such successor manager shall execute a Subordination of Property Management Agreement for Lender's ’s benefit. The management agreement shall not provide for per annum management fees in excess of 2.5% of gross revenues. (b) Borrower covenants and agrees that each Approved Property Manager (including any successor Approved Property Manager) shall at all times while the Loan is outstanding maintain worker's ’s compensation insurance as required by Governmental Authorities. (c) Borrower shall notify Lender in writing of any "“Event of Default" ” under and as defined in the Approved Management Agreement of which Borrower has actual knowledge. (d) Upon (i) the occurrence and during the continuance of an Event of DefaultDefault or (ii) the filing of a bankruptcy petition with respect to the Approved Property Manager, Lender may, in its sole discretion, require Borrower to terminate any or all of the Approved Management Agreements Agreement and engage an Approved Property Managers Manager selected by Lender (and in the case of a termination resulting from (ii) above, subject to Borrower’s reasonable approval) to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement.

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, Agreement and all fees thereunder (including including, without limitation, any incentive fees) relating to the Properties are subject and subordinate to the Indebtedness and that during the continuance of a Cash Trap Period or Event of Default, its management fees may not exceed 1.5% of Operating IncomeIndebtedness. Borrower may from time to time appoint a successor manager, which successor manager shall be an new Approved Property Manager, Manager to manage the applicable Property pursuant to an a new Approved Management Agreement, and such successor manager shall execute for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. The per annum management fees of the Approved Property Manager (including, without limitation, any incentive fees) shall not, at any time, exceed (i) in the case of all Properties other than Sunset Valley, 2% of the gross revenues of the relevant Property and (ii) in the case of Sunset Valley, 4% of the gross revenues of the relevant Property, in each of cases (i) and (ii), for Lender's benefitthe then most recently concluded Test Period. (b) Borrower covenants and agrees that shall cause each Approved Property Manager (including including, without limitation, any successor Approved Property Manager) shall to maintain at all times while the Loan is outstanding maintain worker's ’s compensation insurance as required by Governmental Authorities. (c) Borrower shall notify Lender in writing of any "Event default of Default" Borrower or 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 such Subordination of Management Agreement, to cure defaults of Borrower under such Approved Management Agreement. Any out-of-pocket expenses incurred by Lender to cure any such default shall constitute a part of the Indebtedness and shall be due from Borrower upon demand by Lender. | NY\1631294.13 mle xx xxxx Loan Agreement|| (d) Upon the occurrence and during the continuance of an Event of Default, or a material default relating to any of the Properties by an Approved Property Manager 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, Lender may, in its sole discretion, require Borrower to terminate any or all remove the Properties from the application of the Approved Management Agreements Agreement and engage an Approved Property Managers Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement. If Lender does not select a replacement Approved Property Manager, Lender shall have the right to request that the existing Approved Property Manager enter into a new Approved Management Agreement that relates only to the Properties.