Common use of Management of Properties Clause in Contracts

Management of Properties. (a) Subject to the terms of the Encumbered Property Debt Documents, each Property, other than a Property that is entirely subject to a Lease under which the Tenant is responsible for the management of the Property and liable for all related costs thereunder, 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. Borrower may from time to time appoint an Approved Property 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 form and substance reasonably satisfactory to Lender (and Lender hereby agrees that a Subordination of Property Management Agreement in substantially the same form as the Subordination of Property Management Agreement delivered to Lender by Borrower as of the date hereof is deemed to be reasonably satisfactory to Lender). The per annum fees of the Approved Property Manager (including any incentive fees) shall not, at any time, exceed 3.5% of the gross revenues of the relevant Property for the then most recently concluded Test Period. (b) Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager) to maintain at all times worker’s compensation insurance as required by Governmental Authorities. (c) Borrower shall notify Lender in writing of any material default of any Borrower or an Approved Property Manager under any of the Approved Management 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 reasonable 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. (d) Subject in the case of Encumbered Properties to the Encumbered Property Debt Documents, and in the case of the Joint Venture Properties to their respective Qualified Joint Venture Agreements, upon the occurrence and during the continuance of an Event of Default, or a material default by an Approved Property Manager under an Approved Management Agreement after the expiration of any applicable cure period, which default is reasonably likely to result in a Material Adverse Effect, 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 the Approved Management Agreement and engage an Approved Property Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement.

Management of Properties. (a) Subject to the terms of the Encumbered Property Debt Documents, each Each Property, other than a Property that is entirely subject to a Lease under which the Tenant is responsible for the management of the Property and liable for all related costs thereunder, 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. Borrower may from time to time appoint an Approved Property 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 form and substance reasonably satisfactory to Lender (and Lender hereby agrees that a Subordination of Property Management Agreement in substantially the same form as the Subordination of Property Management Agreement delivered to Lender by Borrower as of the date hereof is deemed to be reasonably satisfactory to Lender). The per annum fees of the Approved Property Manager (including any incentive fees) shall not, at any time, exceed 3.5% of the gross revenues of the relevant Property for the then most recently concluded Test Period. (b) Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager) to maintain at all times worker’s compensation insurance as required by Governmental Authorities. (c) Borrower shall notify Lender in writing of any material default of any Borrower or an Approved Property Manager under any of the Approved Management 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 reasonable 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. (d) Subject in the case of Encumbered Properties to the Encumbered Property Debt Documents, and in the case of the Joint Venture Properties to their respective Qualified Joint Venture Agreements, upon Upon the occurrence and during the continuance of an Event of Default, or a material default by an Approved Property Manager under an Approved Management Agreement after the expiration of any applicable cure period, which default is reasonably likely to result in a Material Adverse Effect, 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 the Approved Management Agreement and engage an Approved Property Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement.

Management of Properties. (a) Subject With respect to all Borrowing Base Properties, Borrowers agree that Lender is the terms pledgee of the Encumbered Property Debt Documents, each Property, other than a Property that is entirely subject to a Lease under which the Tenant is responsible for the management of the Property and liable for all related costs thereunder, 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 Rights and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness. Borrower may from time to time appoint an Approved Property 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 form and substance reasonably satisfactory to Lender (and Lender hereby agrees that a Subordination of Property Management Agreement in substantially the same form as the Subordination of Property Management Agreement delivered to Lender by Borrower as of the date hereof is deemed to be reasonably satisfactory to Lender). The per annum fees of the Approved Property Manager (including any incentive fees) shall not, at any time, exceed 3.5% of the gross revenues of the relevant Property for the then most recently concluded Test PeriodFiles. (b) Borrower Parent Guarantor, Pledgor/Guarantor and Borrowers shall contract with Asset Manager under the Management Agreements to manage all Borrowing Base Properties in a manner that is consistent with the Asset Management Standard. Borrowers shall not consent to the assignment by Asset Manager of its interest under such Management Agreement (other than to Parent Guarantor or any of its Subsidiaries), terminate or cancel such Management Agreement, or modify, change, supplement, alter or amend such Management Agreement in a manner adverse to the interests of the Lender, in any material respect, without the prior written consent of Lender. Borrowers shall not permit Asset Manager to, sub-contract any of its management responsibilities under a Management Agreement to a third-party except as otherwise permitted in such Management Agreement. Borrowers shall promptly notify Lender of any default by Asset Manager in the performance or observance of any of its obligations under any Management Agreement or the Asset Manager Letter Agreement that could reasonably be expected to have a Material Adverse Effect. Borrowers shall cause Asset Manager to (i) comply with all applicable Federal, State and local laws and regulations, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, (ii) maintain all state and federal licenses necessary for it to perform its servicing and management responsibilities hereunder, under each Approved Management Agreement and under the Asset Manager Letter Agreement, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect and (iii) not materially impair the rights of Lender (x) in the Borrowing Base Pool or any payment thereunder that could reasonably be expected to have a Material Adverse Effect or (y) in any Borrowing Base Property Manager or any payment thereunder; provided that the failure to comply with clause (including any successor Approved iii)(y) shall only result in such Borrowing Base Property Manager) to maintain at all times worker’s compensation insurance as required by Governmental Authoritiesno longer being an Eligible Property and not result in a Default or an Event of Default hereunder. (c) Borrower Borrowers shall notify Lender ensure that the Asset Manager have full power and authority to do any and all things in writing of any material default of any Borrower or an Approved Property Manager under any connection with the management, conservation, protection and operations of the Approved Borrowing Base Properties as are consistent with the Asset Management AgreementsStandard and, after consistent therewith, shall direct the expiration Asset Manager to, and the Asset Manager shall, make protective advances or other advances necessary for the proper operation, management, leasing, maintenance and disposition of any applicable cure periodssuch Borrowing Base Property, of which Borrower has actual knowledge. Lender shall have unless the rightAsset Manager determine, after reasonable notice to Borrower and in accordance with the Asset Management Standard, that a prudent property manager would not make such Subordination of Management Agreement, to cure defaults of Borrower under advance or that such Approved Management Agreement. Any reasonable out-of-pocket expenses incurred by Lender to cure any such default shall constitute payment would be a part of the Indebtedness and shall be due from Borrower upon demand by Lendernonrecoverable advance. (d) Subject Borrowers shall cause Asset Manager to deposit all Net Income received by Asset Manager on the Borrowing Base Properties into the applicable Operating Account in accordance with Section 5.01 hereof. (e) As a condition precedent to Lender funding any Advances hereunder and following the case termination of Encumbered Properties Asset Manager pursuant to the Encumbered Property Debt Documents, terms hereof and in the case of the Joint Venture Properties to their respective Qualified Joint Venture Agreements, upon the occurrence and during the continuance of an Event of Default, or a material default by an Approved Property Manager under an Approved Management Agreement after the expiration appointment of any applicable cure periodsuccessor Asset Manager, which default is reasonably likely Borrowers shall provide promptly to result in a Material Adverse Effect, or upon the filing of a bankruptcy petition or Lender an Asset Manager Letter Agreement addressed to and executed by Asset Manager. (f) Upon the occurrence of a similar event with respect to an Approved Property ManagerAsset Manager Termination Event, Lender mayshall have the right to immediately (i) terminate Asset Manager’s right to service and manage the Borrowing Base Properties without payment of any penalty or termination fee and (ii) transfer the servicing and/or managing of the Borrowing Base Properties to a successor Asset Manager reasonably satisfactory to Lender at no cost or expense to Lender, in its sole discretion, require Borrower it being agreed that Borrowers will pay any fees and expenses required to terminate the Approved Management Agreement Agreements and engage an Approved Property Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Management Agreementtransfer servicing and asset management.