Common use of Management of Mortgaged Property Clause in Contracts

Management of Mortgaged Property. At Lender's request upon thirty (30) days prior written notice to Borrower, Borrower will be required to appoint a manager, acceptable to Lender at its sole discretion, to manage the Facility: (i) upon the occurrence of an Event of Default, (ii) intentionally omitted, (iii) in the event that, as of the last day of a calendar quarter, the Debt Service Coverage Ratio for the Facility, computed on the basis of the prior twelve (12) calendar months, is less than 1.15, (iv) intentionally omitted, provided, however, that from and after two years after the Start-Up Day (but only before the Optional Prepayment Date), Lender shall not have the right to require Borrower to appoint a manager pursuant to clause (iii) above, if on the first Payment Date after Lender made the determination that Lender had the right to require Borrower to appoint a manager pursuant to clause (iii) above, Borrower defeases the Loan in accordance with the terms of Sections 2.6 and 2.11 in an amount sufficient to cause the Debt Service Coverage Ratio (calculated as if such amount was actually applied to reduce the Principal Indebtedness upon which Debt Service was paid and calculated as if the Principal Indebtedness was reamortized on a straight-line basis (as if the reduction had occurred) over the remaining number of months until the Maturity Date) for the Facility, computed on the basis of the prior twelve (12) calendar months, to be at least equal to 1.25. Pursuant to this Section 5.1(P), Borrower's failure to appoint such an acceptable manager within thirty (30) days of Lender's request shall constitute an immediate Event of Default. If such a manager is appointed by Borrower, Borrower may from time to time appoint a successor manager to manage the Facility, which successor manager shall be approved in writing by Lender in Lender's sole discretion. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to serve as manager shall be a reputable management company having at least seven years' experience in the management of commercial properties with similar uses as the Facility and in the jurisdiction in which the Facility is located.

Management of Mortgaged Property. At Each Facility will be managed at all times by the Manager pursuant to the Management Agreement unless terminated as herein provided. Any Management Agreement shall be terminated by Borrower, the relevant Operator or the Joint Venture, as applicable at Lender's request request, upon thirty (30) days prior written notice to Borrower, Borrower will be required to appoint a manager, acceptable to Lender at its sole discretion, to manage and the Facility: Manager (i) upon the occurrence of an Event of Default, (ii) intentionally omittedif Manager commits any act which would permit termination by Borrower, the relevant Operator or the Joint Venture, as applicable, under the Management Agreement, (iii) in the event that, after the Stabilization Date, as of the last day of a any calendar quarter, the aggregate Debt Service Coverage Ratio for all of the FacilityFacilities, computed on the basis of the prior twelve (12) calendar months on the remaining outstanding balance of the Loan, is less than 1.15 and remains less than 1.15 for three (3) consecutive months computed in each case on the basis of the prior twelve (12) months, (iv) if after the Stabilization Date as of the last day of any calendar quarter, such Adjusted Net Operating Income for all of the Facilities, computed on the basis of the prior twelve (12) calendar months, is less than 1.15, eighty-five percent (iv85%) intentionally omitted, provided, however, that from of the Adjusted Net Operating Income on the Stabilization Date and after two years after remains less than eighty-five percent (85%) of the Start-Up Day Adjusted Net Operating Income for three (but only before 3) consecutive months computed in each case on the Optional Prepayment Date), basis of the prior twelve (12) calendar months or (v) upon the occurrence of a default in any payment obligation or a breach of any other obligation of Borrower to Preferred Equity Holder. Lender shall not have the right to require Borrower to appoint a manager terminate any Management Agreement pursuant to clause (iii) above, if on the first Payment Date after Lender made the determination that Lender had the right to require Borrower to appoint terminate a manager Manager pursuant to clause (iii) above, Borrower defeases the Loan in accordance with the terms of Sections 2.6 and 2.11 Section 2.10 in an amount sufficient to cause the Debt Service Coverage Ratio for all of the Facilities (calculated as if such amount was actually applied to reduce the Principal Indebtedness upon which Debt Service was paid and calculated as if the Principal Indebtedness was reamortized on a straight-line basis (as if the reduction had occurred) over the remaining number of months until the Maturity Date) for the Facility, computed on the basis of the prior twelve (12) calendar months, to be at least equal to 1.25. Pursuant to this Section 5.1(P), Borrower's failure to appoint such an acceptable manager within thirty (30) days of Lender's request shall constitute an immediate Event of Default. If such a manager is appointed by Borrower, Borrower may from time to time appoint a successor manager to manage the Facility, which successor manager shall be approved in writing by Lender in Lender's sole discretion. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to serve as manager shall be a reputable management company having at least seven years' experience in the management of commercial properties with similar uses as the Facility and in the jurisdiction in which the Facility is located.

Management of Mortgaged Property. At Without the prior written consent of the Lender's request upon , the Borrower will not execute a Management Agreement or retain a manager to manage the Facility. Upon thirty (30) days prior written notice request from Lender to BorrowerOperator, Borrower Operator will be required to appoint enter into a managerManagement Agreement with a manager identified by Lender, acceptable to Lender at its sole discretion, to manage the Facility: (i) upon the occurrence of an Event of Default, Default or (ii) intentionally omitted, (iii) in the event that, as of the last day of a calendar quarter, the Debt Service Coverage Ratio for the Facility, computed on the basis of the prior twelve (12) calendar months, is less than 1.15, 1.10. In the case described in clause (iv) intentionally omitted, provided, however, that from and after two years after the Start-Up Day (but only before the Optional Prepayment Dateii), Lender shall not have the right to require Borrower Operator to appoint retain a manager pursuant to clause (iii) abovemanage the Facility, if on the first Payment Date after Lender has made the determination that Lender had the right to require Borrower to appoint a manager pursuant to clause (iiiii) above, Borrower defeases the Loan in accordance with the terms of Sections 2.6 and 2.11 in an amount sufficient to cause the Debt Service Coverage Ratio (calculated as if such amount was actually applied to reduce the Principal Indebtedness upon which Debt Service was paid and calculated as if the Principal Indebtedness was reamortized on a straight-line basis (as if the reduction had occurred) over the remaining number of months until the Maturity Date) for the Facility, computed on the basis of the prior twelve (12) calendar months, to be at least equal to 1.251.20. Pursuant In the event that Borrower fails to this Section 5.1(P)defease as provided in the previous sentence and Lender requires Operator to retain a manager, Borrower's failure to appoint any such an acceptable manager within thirty (30) days of Lender's request shall constitute an immediate Event of Default. If such a manager is appointed by Borrower, Borrower may from time to time appoint a successor manager to manage the Facility, which successor manager shall be approved in writing by Lender in Lender's sole discretion. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to serve as manager shall (i) be a reputable management company having at least seven years' experience in the management of commercial properties with similar uses as the Facility and in the jurisdiction in which the Facility is located, (ii) shall not be paid management fees in excess of fees which are market fees for comparable managers of comparable properties in the same geographic area and (iii) shall not result in a downgrade, withdrawal or qualification of the then applicable ratings assigned by the Rating Agencies to any securities issued in a Securitization.

Management of Mortgaged Property. At Each Facility will be managed at all times by the Manager pursuant to the Management Agreement unless terminated as herein provided. Any Management Agreement shall be terminated by Borrower, the relevant Operator or the relevant Joint Venture, as applicable at Lender's request request, upon thirty (30) days prior written notice to Borrower, Borrower will be required to appoint a manager, acceptable to Lender at its sole discretion, to manage and the Facility: Manager (i) upon the occurrence of an Event of Default, (ii) intentionally omittedif Manager commits any act which would permit termination by Borrower, the relevant Operator or the relevant Joint Venture, as applicable, under the Management Agreement, (iii) in the event that, after the Stabilization Date, as of the last day of a any calendar quarter, the aggregate Debt Service Coverage Ratio for all of the FacilityFacilities, computed on the basis of the prior twelve (12) calendar months on the remaining outstanding balance of the Loan, is less than 1.15 and remains less than 1.15 for three (3) consecutive months computed in each case on the basis of the prior twelve (12) months, (iv) if after the Stabilization Date as of the last day of any calendar quarter, such Adjusted Net Operating Income for all of the Facilities, computed on the basis of the prior twelve (12) calendar months, is less than 1.15, eighty-five percent (iv85%) intentionally omitted, provided, however, that from of the Adjusted Net Operating Income on the Stabilization Date and after two years after remains less than eighty-five percent (85%) of the Start-Up Day Adjusted Net Operating Income for three (but only before 3) consecutive months computed in each case on the Optional Prepayment Date), basis of the prior twelve (12) calendar months or (v) upon the occurrence of a default in any payment obligation or a breach of any other obligation of Borrower to Preferred Equity Holder. Lender shall not have the right to require Borrower to appoint a manager terminate any Management Agreement pursuant to clause (iii) above, if on the first Payment Date after Lender made the determination that Lender had the right to require Borrower to appoint terminate a manager Manager pursuant to clause (iii) above, Borrower defeases the Loan in accordance with the terms of Sections 2.6 and 2.11 Section 2.10 in an amount sufficient to cause the Debt Service Coverage Ratio for all of the Facilities (calculated as if such amount was actually applied to reduce the Principal Indebtedness upon which Debt Service was paid and calculated as if the Principal Indebtedness was reamortized on a straight-line basis (as if the reduction had occurred) over the remaining number of months until the Maturity Date) for the Facility, computed on the basis of the prior twelve (12) calendar months, to be at least equal to 1.251.15. Pursuant If a manager is terminated pursuant hereto, Borrower shall immediately seek to this Section 5.1(P)appoint a replacement manager acceptable to Lender in Lender's discretion, and Borrower's failure to appoint such an acceptable manager within thirty sixty (3060) days of after Lender's request of Borrower to terminate any Management Agreement shall constitute an immediate Event of Default. If such a manager is appointed by Borrower, Borrower may from time to time appoint a successor manager to manage the Facilityrelevant Facilities, which successor manager shall be approved in writing by Lender in Lender's sole reasonable discretion. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to serve as manager Manager (i) shall be a reputable management company having at least seven (7) years' experience in the management of commercial properties with similar uses as the Facility Facilities and in the jurisdiction jurisdictions in which the relevant Facility is located.or Facilities are located and (ii) shall not be paid management fees in excess of fees which are market fees for comparable managers of comparable properties in the same geographic area. 100 106

Management of Mortgaged Property. At The Facility will be managed at all times by a Manager pursuant to a Management Agreement unless terminated as herein provided. The Management Agreement shall be terminated by Borrower, at Lender's request request, upon thirty (30) days prior written notice to Borrower, Borrower will be required to appoint a manager, acceptable to Lender at its sole discretion, to manage the Facility: and Manager (i) upon the occurrence and continuation of an Event of Default, (ii) intentionally omitted, if Manager commits any act which would permit termination by Borrower under the Management Agreement or (iii) in the event that, as of the last day of a calendar quarter, the Debt Service Coverage Ratio for the Facility, computed on the basis of the prior twelve (12) calendar months, is less than 1.15, 1.10:1 or (iv) intentionally omittedin the event that, providedas of the last day of a calendar quarter, however, that from and after the Net Operating Income computed on the basis of the prior twelve (12) calendar months is less than 85% of Base Adjusted NOI. During the time period beginning two years after the Start-Up Day (but only before and ending on the Optional Prepayment Date), Lender shall not have the right to require Borrower to appoint a manager pursuant to clause (iii) above, if on the first Payment Date after Lender made the determination that Lender had the right to require Borrower to appoint a manager terminate Manager pursuant to clause (iii) above, Borrower defeases the Loan in accordance with the terms of Sections 2.6 and 2.11 Section 2.10 in an amount sufficient to cause the Debt Service Coverage Ratio (calculated as if such amount was actually applied to reduce the Principal Indebtedness upon which Debt Service was paid and calculated as if the Principal Indebtedness was reamortized on a straight-line basis (as if the reduction had occurred) over the remaining number of months until the Maturity Date) for the Facility, computed on the basis of the prior twelve (12) calendar months, to be at least equal to 1.251.20:1, then Borrower is not obligated to terminate Manager pursuant to clause (iii) above. Pursuant If a manager is terminated pursuant hereto, Borrower shall immediately seek to this Section 5.1(P)appoint a replacement manager acceptable to Lender in Lender's reasonable discretion, and Borrower's failure to appoint such an acceptable manager within thirty (30) days of after Lender's request of Borrower to terminate the Management Agreement shall constitute an immediate Event of Default. If such a manager is appointed by Borrower, Borrower may from time to time appoint a successor manager to manage the Facility, which successor manager shall be approved in writing by Lender in Lender's sole reasonable discretion. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to serve as manager Manager (i) shall be a reputable management company having at least seven (7) years' experience in the management of commercial properties with similar uses as the Facility and in the jurisdiction in which the Facility is locatedlocated and (ii) shall not be paid management fees in excess of fees which are market fees for comparable managers of comparable properties in the same geographic area.

Management of Mortgaged Property. At Without the prior written -------------------------------- consent of the Lender's request upon , the Borrower will not execute a Management Agreement or retain a manager to manage the Facility. Upon thirty (30) days prior written notice request from Lender to BorrowerOperator, Borrower Operator will be required to appoint enter into a managerManagement Agreement with a manager identified by Lender, acceptable to Lender at its sole discretion, to manage the Facility: (i) upon the occurrence of an Event of Default, Default or (ii) intentionally omittedafter the first anniversary of the Stabilization Date, (iii) in the event that, as of the last day of a calendar quarter, the Debt Service Coverage Ratio for the Facility, computed on the basis of the prior twelve (12) calendar months, is less than 1.15, the applicable Management Appointment DSCR. In the case described in clause (iv) intentionally omitted, provided, however, that from and after two years after the Start-Up Day (but only before the Optional Prepayment Dateii), Lender ----------- shall not have the right to require Borrower Operator to appoint retain a manager pursuant to clause (iii) abovemanage the Facility, if on the first Payment Date after Lender has made the determination that Lender had the right to require Borrower to appoint a manager pursuant to clause (iiiii) above, Borrower defeases the Loan in accordance with the terms of Sections 2.6 and 2.11 in an amount sufficient -------- --- ---- to cause the Debt Service Coverage Ratio (calculated as if such amount was actually applied to reduce the Principal Indebtedness upon which Debt Service was paid and calculated as if the Principal Indebtedness was reamortized on a straight-line basis (as if the reduction had occurred) over the remaining number of months until the Maturity Date) for the Facility, computed on the basis of the prior twelve (12) calendar months, to be at least equal to 1.251.20 (in the case of a Management Appointment DSCR described in clause (ii) of the definition of such term) or 1.25 (in the ------ ---- case of a Management Appointment DSCR described in clause (i) of the ------ --- definition of such term). Pursuant In the event that Borrower fails to this Section 5.1(P)defease as provided in the previous sentence and Lender requires Operator to retain a manager, Borrower's failure to appoint any such an acceptable manager within thirty (30) days of Lender's request shall constitute an immediate Event of Default. If such a manager is appointed by Borrower, Borrower may from time to time appoint a successor manager to manage the Facility, which successor manager shall be approved in writing by Lender in Lender's sole discretion. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to serve as manager shall (i) be a reputable management company having at least seven years' experience in the management of commercial properties with similar uses as the Facility and in the jurisdiction in which the Facility is located., (ii) shall not be paid management fees in excess of fees which are market fees for comparable managers of comparable properties in the same geographic area and (iii) shall not result in a downgrade, withdrawal or qualification of the then applicable ratings assigned by the Rating Agencies to any securities issued in a Securitization. 105

Management of Mortgaged Property. At Without the prior written -------------------------------- consent of the Lender's request upon , the Borrower will not execute a Management Agreement or retain a manager to manage the Facility. Upon thirty (30) days prior written notice request from Lender to BorrowerOperator, Borrower Operator will be required to appoint enter into a managerManagement Agreement with a manager identified by Lender, acceptable to Lender at its sole discretion, to manage the Facility: (i) upon the occurrence of an Event of Default, Default or (ii) intentionally omitted, (iii) in the event that, as of the last day of a calendar quarter, the Debt Service Coverage Ratio for the Facility, computed on the basis of the prior twelve (12) calendar months, is less than 1.15, 1.10. In the case described in clause (iv) intentionally omitted, provided, however, that from and after two years after the Start-Up Day (but only before the Optional Prepayment Dateii), Lender shall not have the ----------- right to require Borrower Operator to appoint retain a manager pursuant to clause (iii) abovemanage the Facility, if on the first Payment Date after Lender has made the determination that Lender had the right to require Borrower to appoint a manager pursuant to clause (iiiii) above, Borrower defeases the Loan in accordance with the terms of Sections 2.6 and 2.11 in an amount sufficient to cause the Debt Service -------- --- ---- Coverage Ratio (calculated as if such amount was actually applied to reduce the Principal Indebtedness upon which Debt Service was paid and calculated as if the Principal Indebtedness was reamortized on a straight-line basis (as if the reduction had occurred) over the remaining number of months until the Maturity Date) for the Facility, computed on the basis of the prior twelve (12) calendar months, to be at least equal to 1.251.20. Pursuant In the event that Borrower fails to this Section 5.1(P)defease as provided in the previous sentence and Lender requires Operator to retain a manager, Borrower's failure to appoint any such an acceptable manager within thirty (30) days of Lender's request shall constitute an immediate Event of Default. If such a manager is appointed by Borrower, Borrower may from time to time appoint a successor manager to manage the Facility, which successor manager shall be approved in writing by Lender in Lender's sole discretion. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to serve as manager shall (i) be a reputable management company having at least seven years' experience in the management of commercial properties with similar uses as the Facility and in the jurisdiction in which the Facility is located, (ii) shall not be paid management fees in excess of fees which are market fees for comparable managers of comparable properties in the same geographic area and (iii) shall not result in a downgrade, withdrawal or qualification of the then applicable ratings assigned by the Rating Agencies to any securities issued in a Securitization.

Management of Mortgaged Property. At Without the prior written -------------------------------- consent of the Lender's request upon , the Borrower will not execute a Management Agreement or retain a manager to manage the Facility. Upon thirty (30) days prior written notice request from Lender to BorrowerOperator, Borrower Operator will be required to appoint enter into a managerManagement Agreement with a manager identified by Lender, acceptable to Lender at its sole discretion, to manage the Facility: (i) upon the occurrence of an Event of Default, Default or (ii) intentionally omitted, (iii) in the event that, as of the last day of a calendar quarter, the Debt Service Coverage Ratio for the Facility, computed on the basis of the prior twelve (12) calendar months, is less than 1.15, 1.10. In the case described in clause (iv) intentionally omitted, provided, however, that from and after two years after the Start-Up Day (but only before the Optional Prepayment Dateii), Lender shall not have the ----------- right to require Borrower Operator to appoint retain a manager pursuant to clause (iii) abovemanage the Facility, if on the first Payment Date after Lender has made the determination that Lender had the right to require Borrower to appoint a manager pursuant to clause (iiiii) above, Borrower defeases the Loan in accordance with the terms of Sections 2.6 and 2.11 in an amount sufficient to cause the Debt Service ------------ ---- Coverage Ratio (calculated as if such amount was actually applied to reduce the Principal Indebtedness upon which Debt Service was paid and calculated as if the Principal Indebtedness was reamortized on a straight-line basis (as if the reduction had occurred) over the remaining number of months until the Maturity Date) for the Facility, computed on the basis of the prior twelve (12) calendar months, to be at least equal to 1.251.20. Pursuant In the event that Borrower fails to this Section 5.1(P)defease as provided in the previous sentence and Lender requires Operator to retain a manager, Borrower's failure to appoint any such an acceptable manager within thirty (30) days of Lender's request shall constitute an immediate Event of Default. If such a manager is appointed by Borrower, Borrower may from time to time appoint a successor manager to manage the Facility, which successor manager shall be approved in writing by Lender in Lender's sole discretion. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to serve as manager shall (i) be a reputable management company having at least seven years' experience in the management of commercial properties with similar uses as the Facility and in the jurisdiction in which the Facility is located, (ii) shall not be paid management fees in excess of fees which are market fees for comparable managers of comparable properties in the same geographic area and (iii) shall not result in a downgrade, withdrawal or qualification of the then applicable ratings assigned by the Rating Agencies to any securities issued in a Securitization.