Common use of Management of Mortgaged Property Clause in Contracts

Management of Mortgaged Property. (i) Each Mortgaged Property shall be managed at all times by the current Manager or another manager reasonably satisfactory to Lender, pursuant to a Management Agreement. Any such Manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayed. The Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed approved by Lender in all respects. Borrower shall cause the Manager of the Mortgaged Property to agree that such Manager’s Management Agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the Mortgages. A Management Agreement may be terminated or assigned by the Manager (1) by Borrower at any time in accordance with the provisions of such Management Agreement so long as a successor or assignee Manager as specified below shall have been appointed and approved and such successor Manager has (i) entered into (or assumed) a Management Agreement in form and substance approved by Lender, which approval shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a Manager’s Subordination to Lender, and (2) by Lender upon thirty (30) days’ prior written notice to Borrower and the Manager (a) upon the occurrence and continuation of an Event of Default or (b) if the Manager commits any act which would permit termination under the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect to the Manager. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such a Rating Confirmation. Borrower further covenants and agrees that any manager of Mortgaged Property shall at all times while any Indebtedness is outstanding maintain worker’s compensation insurance as required by Governmental Authorities.

Management of Mortgaged Property. (i) Each Mortgaged Property shall be managed at all times by the current Manager or another manager reasonably satisfactory to Lender, pursuant to a Management Agreement. Any such Manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayed. The Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed approved by Lender in all respects. Borrower shall cause the Manager of the Mortgaged Property to agree that such Manager’s Management Agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the Mortgages. A Management Agreement may be terminated or assigned by the Manager (1) by Borrower at any time in accordance with the provisions of such Management Agreement so long as a successor or assignee Manager as specified below shall have been appointed and approved and such successor Manager has (i) entered into (or assumed) a Management Agreement in form and substance approved by Lender, which approval shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a Manager’s Subordination to Lender, and (2) by Lender upon thirty (30) days’ prior written notice to Borrower and the Manager (a) upon the occurrence and continuation of an Event of Default or (b) if the Manager commits any act which would permit termination under the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect to the Manager. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such a Rating Confirmation. Borrower further covenants and agrees that any manager of Mortgaged Property shall at all times while any Indebtedness is outstanding maintain worker’s compensation insurance as required by Governmental Authorities.

Management of Mortgaged Property. (i) Each The Mortgaged Property shall be managed at all times by the current Manager or another manager reasonably satisfactory to Lender, pursuant to a Management Agreement. Any such Manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayed. The Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed approved by Lender in all respects. Borrower shall cause the Manager of the Mortgaged Property to agree that such Manager’s Management Agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the MortgagesMortgage. A Management Agreement may be terminated or assigned by the Manager (1) by Borrower at any time in accordance with the provisions of such Management Agreement so long as a successor or assignee Manager as specified below shall have been appointed and approved and such successor Manager has (i) entered into (or assumed) a Management Agreement in form and substance approved by Lender, which approval shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a Manager’s Subordination to Lender, and (2) by Lender upon thirty (30) days’ prior written notice to Borrower and the Manager (a) upon the occurrence and continuation of an Event of Default or (b) if the Manager commits any act which would permit termination under the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect to the Manager). Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any consent or approval requested of Lender under this Section may (if a Securitization has occurred) be conditioned by Lender, at Lender’s discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such a Rating Confirmation. Borrower further covenants and agrees that any manager of Mortgaged Property shall at all times while any Indebtedness is outstanding maintain worker’s compensation insurance as required by Governmental Authorities.

Management of Mortgaged Property. (i) Each The Mortgaged Property shall be managed at all times by the current Manager or another manager reasonably satisfactory to LenderAgent, pursuant to a Management Agreement. Any such Manager manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Managermanager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender Agent has approved such Manager manager and such terms, which approval shall not be unreasonably withheld or delayed. The Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed approved by Lender in all respects. Borrower shall cause the Manager manager of the Mortgaged Property to agree that such Managermanager’s Management Agreement management agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the MortgagesMortgage. A Management Agreement may be terminated or assigned by the Manager (1) by Borrower at any time in accordance with the provisions of such Management Agreement so long as a successor or assignee Manager manager as specified below shall have been appointed and approved and such successor Manager manager has (i) entered into (or assumed) a Management Agreement in form and substance Agreement, subject to any modifications approved by LenderAgent, which approval shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a the Manager’s Subordination to LenderAgent, and (2) by Lender Agent upon thirty (30) days’ prior written notice to Borrower and the Manager (a) upon the occurrence and continuation of an Event of Default or (b) if the Manager commits any act which would permit termination under the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect to the Manager. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Agent’s prior written consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, any successor manager selected hereunder by Lender Agent or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Notwithstanding anything herein to the contrary, if the Loan has been included in a Secondary Market Transaction in which Securities are issued, neither the Agent or Borrower may from time to time shall appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consentor replacement manager, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s discretion, upon Borrower without first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such having obtained a Rating Confirmation. Borrower further covenants and agrees that any manager of Mortgaged Property shall at all times while any Indebtedness is outstanding maintain worker’s compensation insurance as required by Governmental Authorities.

Management of Mortgaged Property. Each Borrower covenants and agrees with Lender that (i) Each Mortgaged its Individual Property shall will be managed at all times (A) by the Xxxxxx Xxxxxxx Penn Manager pursuant to the Xxxxxx Xxxxxxx Penn Management Agreement with respect to the Xxxxxx Xxxxxxx Penn Property or by the Related Consultant with respect to the Individual Property identified on Schedule D as the Radisson Inn New Orleans located in Kennar, Louisiana pursuant to the applicable Related Consulting Agreement or (B) in consultation with the Related Consultant pursuant to the Related Consulting Agreement with respect to each other Individual Property, (ii) immediately upon the occurrence of a fifty percent (50%) or more change in control of the Related Consultant (a "Consultant Control Change"), Borrower will promptly give Lender notice thereof (a "Consultant Control Notice") and (iii) any Related Consulting Agreement may be terminated by Lender (A) For Cause (as defined below) at any time, (B) at any time after the occurrence and during the continuance of an Event of Default with respect to any amounts payable hereunder or under the Note, the Mortgage or the other Loan Documents, (C) upon commencement of any foreclosure proceeding with respect to the applicable Individual Property and (D) after any Consultant Control Change with respect to the applicable Consultant if the Rating Agency has failed to confirm, after written request, in writing that as a result of such Consultant Control Change the then current Manager rating of the Certificates will not be downgraded, withdrawn or another manager reasonably satisfactory otherwise adversely affected. Upon such termination, a substitute managing agent shall be appointed by the applicable Borrower, subject to Lender's approval, pursuant in Lender's sole discretion, for such Individual Property. As used in this subsection (j), the term "control", means the possession, directly or indirectly, of the power to a Management direct or cause the direction of the management and policies of Consultant, whether through ownership of voting securities, by contract or otherwise, and the term "For Cause" means on account of Consultant's gross negligence, willful misconduct or fraud or Consultant's default beyond the expiration of any applicable notice or grace period in the performance of its obligations under the applicable Consulting Agreement. Any such Manager may The Consulting Agreements shall be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayed. The Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed approved by Lender in all respects. Borrower shall cause the Manager of the Mortgaged Property to agree that such Manager’s Management Agreement is subject and subordinate in all respects to the Indebtedness Lien and to the Lien terms, covenants and provisions of the Mortgages. A Management Agreement may be terminated or assigned by Mortgage and the Manager (1) by Borrower at any time other Loan Documents in accordance with those certain Assignments of Consulting Agreements, dated as of the provisions date hereof. Provided no Event of Default has occurred and is then continuing hereunder, Consultant shall be entitled to collect fees under the Consulting Agreement, provided that any such Management Agreement so long as a successor fees in excess of four percent (4%) of Revenues shall not be paid or assignee Manager as specified below collected unless all amounts then payable under the Loan Documents shall have been appointed paid in full and approved Operating Expenses are being paid consistent with Borrowers' practices in effect as of the Closing Date and such successor Manager has (i) entered into (or assumed) a Management Agreement in form and substance approved by Lender, which approval Borrowers shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a Manager’s Subordination to Lender, and (2) by Lender upon thirty (30) days’ prior written notice to Borrower and the Manager (a) upon the occurrence and continuation of an Event of Default or (b) if the Manager commits any act which would permit termination under the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect to the Manager. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consent, such consent not reasonably expect future Revenue to be unreasonably withheldinsufficient to pay Operating Expenses accrued or thereafter accruing. Borrower acknowledges Borrowers further covenant and agrees agree that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s discretion, upon Borrower first obtaining a Rating Confirmation with respect Borrowers shall require the Consultant to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such a Rating Confirmation. Borrower further covenants and agrees that any manager of Mortgaged Property shall maintain at all times while any Indebtedness is outstanding maintain during the term of the Loan worker’s 's compensation insurance as required by Governmental Authorities. Each Borrower shall perform its obligations under the Consulting Agreements.

Management of Mortgaged Property. (i) Each The Mortgaged Property shall be managed at all times by the current Manager or another manager reasonably satisfactory to Lender, pursuant to a Management AgreementAgreement reasonably approved in writing by Lender. Any such Manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayedterms and the related Management Agreement. The Both the Manager and the Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed are approved by Lender in all respectsLender. Borrower shall cause the Manager of the Mortgaged Property to agree that such Manager’s Management Agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the MortgagesMortgage as and to the extent set forth in the Subordination of Management Agreement. A Management Agreement may be terminated or assigned by the Manager (1) by Borrower at any time in accordance with the provisions of such Management Agreement or otherwise so long as a successor or assignee Manager as specified below approved by Lender shall have been appointed and approved and such successor Manager has (i) entered into (or assumed) a Management Agreement in form and substance approved by Lender, which approval shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a Manager’s Subordination to Lender, and (2) with respect to a termination only, by Lender upon thirty (30) days’ prior written notice to Borrower and the Manager (a) upon the occurrence and continuation of an Event of Default or (b) if the Manager commits any act which would permit termination under the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect to the ManagerDefault. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that if a Securitization has occurred any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such a Rating Confirmation. Borrower further covenants and agrees that any manager of Mortgaged Property shall at all times while any Indebtedness is outstanding maintain worker’s compensation insurance as required by Governmental Authorities.

Management of Mortgaged Property. (i) Each The Mortgaged Property shall be managed at all times by the current Manager or another manager reasonably satisfactory to Lender, pursuant to a Management AgreementAgreement reasonably approved in writing by Lender. Any such Manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s 's engagement are at arm’s 's length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayedterms and the related Management Agreement. The Both the Manager and the Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed are approved by Lender in all respectsLender. Borrower shall cause the Manager of the Mortgaged Property to agree that such Manager’s 's Management Agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the MortgagesMortgage as and to the extent set forth in the Subordination of Management Agreement. A Management Agreement may be terminated or assigned by the Manager (1) by Borrower at any time in accordance with the provisions of such Management Agreement or otherwise so long as a successor or assignee Manager as specified below approved by Lender shall have been appointed and approved and such successor Manager has (i) entered into (or assumed) a Management Agreement in form and substance approved by Lender, which approval shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a Manager’s 's Subordination to Lender, and (2) with respect to a termination only, by Lender upon thirty (30) days’ ' prior written notice to Borrower and the Manager (a) upon the occurrence and continuation of an Event of Default or (b) if the Manager commits any act which would permit termination under the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect to the ManagerDefault. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s 's discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such a Rating Confirmation. Borrower further covenants and agrees that any manager of Mortgaged Property shall at all times while any Indebtedness is outstanding maintain worker’s 's compensation insurance as required by Governmental Authorities.

Management of Mortgaged Property. (i) Each The Mortgaged Property shall be managed at all times by the current Manager or another manager reasonably satisfactory to Lender, pursuant to a Management Agreementand License Agreement reasonably approved in writing by Lender. Any such Manager may be an Affiliate of Borrower, provided that: (aA) the terms and conditions of such Manager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (bB) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayedterms and the related Management and License Agreement. The Both the Manager and the Management Agreement, dated as of and License Agreement with respect to the date hereofMortgaged Property, between the Borrower and the Manager is deemed are approved by Lender in all respectsLender. Borrower shall cause the Manager of the Mortgaged Property to agree that such Manager’s Management and License Agreement (and any related central reservation services agreement) is subject and subordinate in all respects to the Indebtedness and to the Lien of the MortgagesMortgage as and to the extent set forth in the Manager’s Subordination for the Mortgaged Property. A Management and License Agreement may be terminated or assigned by the Manager assigned: (1) by Borrower at any time in accordance with the provisions of such Management and License Agreement or otherwise so long as a successor or assignee Manager as specified below approved by Lender shall have been appointed and approved and such successor Manager has has: (iaa) entered into (or assumed) a Management and License Agreement in form and substance approved by Lender, which approval shall not be unreasonably denied, conditioned or delayed, ; and (iibb) has executed and delivered a Manager’s Subordination to Lender, ; and (2) with respect to a termination only, by Lender upon thirty (30) days’ prior written notice to Borrower and the Manager (a) upon the commencement of the exercise of Lender’s remedies under the Loan Documents following the occurrence and continuation of an Event of Default or and the acceleration of the Loan (b) if the Manager commits any act in which would permit termination under event all agreements constituting the Management and License Agreement, as well as the Central Reservation Services Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect to the Managershall all be terminated concurrently). Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such a Rating Confirmation. Borrower further covenants and agrees that any manager of Mortgaged Property shall at all times while any Indebtedness is outstanding maintain worker’s compensation insurance as required by Governmental Authorities.

Management of Mortgaged Property. (i) Each Mortgaged Property shall Facility will be managed at all times by the current Manager or another manager reasonably satisfactory to Lender, pursuant to a the Management AgreementAgreement unless terminated as herein provided. Any such Manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval Management agreement shall not be unreasonably withheld or delayed. The Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed approved by Lender in all respects. Borrower shall cause the Manager of the Mortgaged Property to agree that such Manager’s Management Agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the Mortgages. A Management Agreement may be terminated or assigned by the Manager (1) by Borrower or the relevant Operator, if any, as applicable, at any time in accordance with the provisions of such Management Agreement so long as a successor or assignee Manager as specified below shall have been appointed and approved and such successor Manager has (i) entered into (or assumed) a Management Agreement in form and substance approved by Lender's request, which approval shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a Manager’s Subordination to Lender, and (2) by Lender upon thirty (30) days’ days prior written notice to Borrower and the Manager (ai) upon the occurrence and continuation of an Event of Default or Default, (bii) if the Manager commits any act which would permit termination by Borrower or the relevant Operator, as applicable, under the Management Agreement or (iii) if as of the last day of any calendar quarter, the Adjusted Net Operating Income for all the Facilities remaining subject to any applicable noticethe Mortgages at such time, grace computed on the basis of the prior twelve (12) calendar months, is less than the product of (x) seventy-five percent (75%) and cure periods provided in (y) the Management Agreementaggregate Adjusted Net Operating Income as of the Third Amendment Closing Date (as set forth on Schedule 2 attached hereto) or (c) if a change of majority control occurs with respect for the Facilities then subject to the ManagerMortgages and remains less than such seventy-five percent (75%) of the Adjusted Net Operating Income for three (3) consecutive months computed in each case on the basis of the prior twelve (12) calendar months. If a manager is terminated pursuant hereto, Borrower shall immediately seek to appoint a replacement manager acceptable to Lender in Lender's discretion, and Borrower's failure to appoint an acceptable manager within sixty (60) days after Lender's request of Borrower to terminate any Management Agreement shall constitute an immediate Event of Default. Borrower may from time to time appoint a successor manager to manage the relevant Facilities, which successor manager shall be approved in writing by Lender in Lender's reasonable discretion. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to manage the Mortgaged Property serve as Manager (i) shall be a reputable management company having substantial at least seven (7) years' experience in the management of real property of a commercial properties with similar type, size uses as the Facilities and quality in the state jurisdictions in which the Mortgaged Property is located. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges relevant Facility or Facilities are located and agrees that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender (ii) shall not be deemed to be acting unreasonably paid management fees in requiring such a Rating Confirmation. Borrower further covenants and agrees that any manager excess of Mortgaged Property shall at all times while any Indebtedness is outstanding maintain worker’s compensation insurance as required by Governmental Authoritiesfees which are market fees for comparable managers of comparable properties in the same geographic area.

Management of Mortgaged Property. (i) Each The Mortgaged Property shall be managed at all times by the current Manager or another manager reasonably satisfactory to Lender, pursuant to a Management Agreementand License Agreement reasonably approved in writing by Lender. Any such Manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayedterms and the related Management and License Agreement. The Both the Manager and the Management Agreement, dated as and License Agreement with respect to each of the date hereofMortgaged Properties, between the Borrower applicable Operating Lessee and the Manager is deemed are approved by Lender in all respectsLender. Borrower shall cause the Manager of the Mortgaged Property to agree that such Manager’s Management and License Agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the MortgagesMortgage as and to the extent set forth in the Subordination of Management and License Agreement for each of the Mortgaged Properties. A Management and License Agreement may be terminated or assigned by the Manager assigned: (1A) by Borrower Operating Lessee at any time in accordance with the provisions of such Management and License Agreement or otherwise so long as a successor or assignee Manager as specified below approved by Lender shall have been appointed and approved and such successor Manager has has: (i1) entered into (or assumed) a Management and License Agreement in form and substance approved by Lender, which approval shall not be unreasonably denied, conditioned or delayed, ; and (ii2) has executed and delivered a Manager’s Subordination to Lender, ; and (2B) with respect to a termination only, by Lender upon thirty (30) days’ prior written notice to Borrower and the Manager (a) upon the occurrence and continuation of an Event of Default or (b) if and the Manager commits any act which would permit termination under acceleration of the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect to the ManagerLoan. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such a Rating Confirmation. Borrower further covenants and agrees that any manager of Mortgaged Property shall at all times while any Indebtedness is outstanding maintain worker’s compensation insurance as required by Governmental Authorities.

Management of Mortgaged Property. (i) Each Mortgaged Property shall of the Individual Properties will be managed at all times by the current a Manager or another manager reasonably satisfactory to Lender, pursuant to a Management AgreementAgreement until terminated as herein provided. Any such Pursuant to each Manager's Subordination, each Manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayed. The Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed approved by Lender in all respects. Borrower shall cause the Manager of the Mortgaged Property to agree agreed that such Manager’s its Management Agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the MortgagesRelated Mortgage. A Each Management Agreement may be terminated or assigned by the Manager (1) by Borrower at any time in accordance with the provisions of such Management Agreement so long as a successor or assignee Manager as specified below shall have been appointed and approved and such successor Manager has (i) entered into (or assumed) a Management Agreement in form and substance approved by Lender, which approval shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a Manager’s Subordination to Lender, and (2) by Lender upon thirty (30) 30 days’ ' prior written notice to Borrower and the relevant Manager (ai) upon the occurrence and continuation of an Event of Default Default, or (bii) if the Manager commits Debt Service Coverage Ratio for the Individual Properties as a whole shall fall below 1.15, and, upon such termination, Lender may appoint a replacement manager or managers. Borrower may from time to time appoint one or more successor managers to manage the Individual Properties or any act of the Individual Properties with Lender's prior written consent, which would permit termination under the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) consent shall not be unreasonably withheld or (c) if a change of majority control occurs with respect to the Managerdelayed. Notwithstanding the foregoing, any successor property manager selected hereunder by Lender or Borrower to serve as a Manager shall (i) manage the Mortgaged Property shall Individual Properties subject to such guidelines as may be necessary to maintain the status of AA as a qualified real estate investment trust, (ii) be a reputable management company having substantial (or its primary personnel having) at least seven years' experience in the management of real property multi-family residential facilities, (iii) enter into a Management Agreement and Manager's Subordination and (iv) if after the Securitization Closing Date, (x) have qualifications such that the then current ratings of a similar type, size no class of the Certificates would be downgraded or withdrawn by the Rating Agencies upon such an appointment and quality in the state in which the Mortgaged Property is located. Borrower may from time (y) be reasonably acceptable to time appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such a Rating ConfirmationServicer. Borrower further covenants and agrees that each Manager (including any successor property manager of Mortgaged Property serving as Manager) shall at all times while any Indebtedness is outstanding during the term of the Loan maintain worker’s 's compensation insurance as 80 76 required by Governmental Authorities. Notwithstanding anything contained herein to the contrary, without Lender's prior written consent, which consent shall not be unreasonably withheld or delayed, Borrower shall not agree to a renewal of any Management Agreement with a Manager otherwise acceptable hereunder if such renewal period would extend beyond the Optional Prepayment Date.

Management of Mortgaged Property. (i) Each Mortgaged Property shall be managed at all times by the current Manager or another manager reasonably satisfactory to Lender, pursuant to a Management Agreement. Any such Manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s 's engagement are at arm’s 's length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayed. The Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed approved by Lender in all respects. Borrower shall cause the Manager of the Mortgaged Property to agree that such Manager’s 's Management Agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the Mortgages. A Management Agreement may be terminated or assigned by the Manager (1) by Borrower at any time in accordance with the provisions of such Management Agreement so long as a successor or assignee Manager as specified below shall have been appointed and approved and such successor Manager has (i) entered into (or assumed) a Management Agreement in form and substance approved by Lender, which approval shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a Manager’s 's Subordination to Lender, and (2) by Lender upon thirty (30) days’ ' prior written notice to Borrower and the Manager (a) upon the occurrence and continuation of an Event of Default or (b) if the Manager commits any act which would permit termination under the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect to the Manager. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s 's prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s 's discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such a Rating Confirmation. Borrower further covenants and agrees that any manager of Mortgaged Property shall at all times while any Indebtedness is outstanding maintain worker’s 's compensation insurance as required by Governmental Authorities.

Management of Mortgaged Property. (i) Each The Mortgaged Property shall be managed at all times by the current Property Manager or another manager reasonably satisfactory to LenderAgent, pursuant to a Management Agreement. Any such Manager manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s manager's engagement are at arm’s 's length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender Agent has approved such Manager manager and such terms, which approval shall not be unreasonably withheld or delayed. The Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed approved by Lender in all respects. Borrower shall cause the Manager manager of the Mortgaged Property to agree that such Manager’s Management Agreement manager's management agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the MortgagesMortgage. A Management Agreement may be terminated or assigned by the Manager (1) by Borrower at any time in accordance with the provisions of such Management Agreement so long as a successor or assignee Manager manager as specified below shall have been appointed and approved and such successor Manager manager has (i) entered into (or assumed) a Management Agreement in form and substance Agreement, subject to any modifications approved by LenderAgent, which approval shall not be unreasonably deniedwithheld, conditioned or delayed, and (ii) has executed and delivered a Manager’s the Management Subordination to LenderAgent, and (2) by Lender Agent upon thirty (30) days’ ' prior written notice to Borrower and the Property Manager (a) upon the occurrence and continuation of an Event of Default or (b) if the Property Manager commits any act which would permit termination under the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect to the Property Manager. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Agent's prior written consent, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, any successor manager selected hereunder by Lender Agent or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such a Rating Confirmation. Borrower further covenants and agrees that any manager of Mortgaged Property shall at all times while any Indebtedness is outstanding maintain worker’s 's compensation insurance as required by Governmental Authorities.