Common use of Management; Termination of Manager Clause in Contracts

Management; Termination of Manager. Borrower warrants and covenants that: (a) Unless otherwise consented to by Lender in its sole and absolute discretion, to the extent not prohibited by the terms of any applicable Senior Loan Documents, each Expanded Property shall at all times during the term of the Loan be leased, managed and marketed by Borrower. Without Lender's prior written consent, no fees shall be payable to Borrower in connection with such leasing, managing and marketing of the Expanded Properties. Borrower shall operate or cause to be operated each Expanded Property in a first class manner and otherwise in accordance with the standard of operation of other factory outlet centers similarly situated (the "Management Standard"). No Loan Party shall, nor shall it permit any of the Borrower Group Members to (including permitting any Expanded Property Owners to) to, terminate or replace its Manager or its successor or assign, or enter into any Management Agreement, without Lender's prior written consent. Borrower shall cause all Expanded Property Owners to (i) diligently perform and observe all of the terms, covenants and conditions of any Management Agreement on the part of the applicable Expanded Property Owner to be performed and observed by the applicable Expanded Property Owner so that the rights of the applicable Expanded Property Owner under the Management Agreement remain unimpaired; and (ii) promptly notify Lender of the giving of any notice by the Manager to an Expanded Property Owner of any default by an Expanded Property Owner in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of an Expanded Property Owner and deliver to Lender a true copy of each such notice. The applicable Expanded Property Owner shall promptly enforce the performance and observance of all of the covenants required to be observed and performed by the Manager. (b) The Borrower acknowledges and agrees (i) that to the extent the Borrower or any of the Borrower Group Members is currently managing any Expanded Properties such right to manage such Expanded Properties shall be construed as on the basis of a Management Agreement for a thirty (30) day term, with automatic renewal on a month-to-month basis unless the owner elects not to renew such Management Agreement, and (ii) that the relevant Loan Party, its Subsidiaries or Affiliates, including the Expanded Property Owners shall have the right to terminate said Management Agreement with or without cause on no more than thirty (30) days prior written notice. The parties hereto acknowledge and agree that in the event the effectiveness of this Section with respect to the Borrower or any Expanded Property Owner is subject to the consent of any Senior Lender under the Senior Loan Documents relating to the Expanded Property, this Section shall not be deemed effective with respect to the Borrower or such Expanded Property Owner until such consents are obtained. The parties hereto further acknowledge and agree that to the extent this Section conflicts with the terms of any Senior Loan Document, the Senior Loan Document shall govern.

Management; Termination of Manager. (a) Borrower warrants and covenants that: (a) : Unless otherwise consented to by Lender in its sole and absolute discretion, to the extent not discretion or prohibited by the terms of any applicable Senior Loan Documents, each Expanded Property shall at all times during the term of the Loan be leased, managed and marketed by Borrower. Without Lender's prior written consentthe managers (“Managers”) identified on Exhibit 9.1 pursuant to the management agreements identified on Exhibit 9.1 (as may be amended, no fees shall be payable to Borrower in connection with such leasing, managing and marketing of the Expanded Properties“Management Agreements”). Borrower shall operate or cause to be operated each Expanded Property in a first class manner not, and otherwise in accordance with the standard of operation of shall not permit any other factory outlet centers similarly situated (the "Management Standard"). No Loan Party shall, nor shall it permit or any of the Borrower Group Members to (including permitting any Expanded Property Owners to) their respective Subsidiaries or Affiliates to, terminate or replace its any Manager or its successor or assign, or enter into agree to any Amendment to any of the Management AgreementAgreements, without Lender's ’s prior written consent. Borrower shall cause all Expanded Property Owners to (i) diligently perform and observe all of the terms, covenants and conditions of any the Management Agreement on the part of the applicable Expanded Property Owner to be performed and observed by the applicable Expanded Property Owner so that the rights of the applicable Expanded Property Owner under the Management Agreement remain unimpaired; and (ii) promptly notify Lender of the giving of any notice by the Manager to an Expanded a Property Owner of any default by an Expanded a Property Owner in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of an Expanded a Property Owner and deliver to Lender a true copy of each such notice. The applicable Expanded Property Owner shall promptly enforce the performance and observance of all of the covenants required to be observed and performed by the Manager. Borrower shall cause the applicable Property Owner to cause any such Manager of the Property to agree that such manager’s management agreement is subject and subordinate in all respects to the Security Documents. (b) The Borrower acknowledges and agrees If (i) that at any time, an Event of Default occurs and is continuing, (ii) a Manager shall become bankrupt or insolvent or (iii) a material default occurs under any of the Management Agreements beyond any applicable grace and cure periods, Borrower shall, at the request of Lender, terminate the Management Agreement (“Lender Termination Request”) to the extent the Borrower or any of the Borrower Group Members is currently managing any Expanded Properties such right to manage such Expanded Properties shall be construed as on the basis of a Management Agreement for a thirty (30) day term, with automatic renewal on a month-to-month basis unless the owner elects not to renew such Management Agreement, and (ii) that the relevant Loan Party, its Subsidiaries or Affiliates, including the Expanded Property Owners shall have the right to terminate said Management Agreement with or without cause on no more than thirty (30) days prior written notice. The parties hereto acknowledge and agree that in the event the effectiveness of this Section with respect to the Borrower or any Expanded Property Owner is subject to the consent of any Senior Lender permitted under the Senior Loan Documents relating or any intercreditor agreement between Lender and the Senior Lender and replace Manager with a manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the Expanded Property, this Section management fee for such replacement manager shall not be deemed effective with respect exceed then prevailing market rates. (c) Notwithstanding anything contained in the Management Agreements, fees under each Management Agreement shall not exceed the sum of the following: (a) one hundred percent of that portion of the management fee actually reimbursed by tenants pursuant to the Borrower or such Expanded Property Owner until such consents are obtained. The parties hereto further acknowledge their leases (“Reimbursed Fees”) and agree that to the extent this Section conflicts with the terms of any Senior Loan Document, the Senior Loan Document shall govern.(b) one hundred

Management; Termination of Manager. (a) Borrower warrants and covenants that: (a) : Unless otherwise consented to by Lender in its sole and absolute discretion, to the extent not discretion or prohibited by the terms of any applicable Senior Loan Documents, each Expanded Property shall at all times during the term of the Loan be leased, managed and marketed by Borrower. Without Lender's prior written consentthe managers (“Managers”) identified on Exhibit 9.1 pursuant to the management agreements identified on Exhibit 9.1 (as may be amended, no fees shall be payable to Borrower in connection with such leasing, managing and marketing of the Expanded Properties“Management Agreements”). Borrower shall operate or cause to be operated each Expanded Property in a first class manner not, and otherwise in accordance with the standard of operation of shall not permit any other factory outlet centers similarly situated (the "Management Standard"). No Loan Party shall, nor shall it permit or any of the Borrower Group Members to (including permitting any Expanded Property Owners to) their respective Subsidiaries or Affiliates to, terminate or replace its any Manager or its successor or assign, or enter into agree to any Amendment to any of the Management AgreementAgreements, without Lender's ’s prior written consent. Borrower shall cause all Expanded Property Owners to (i) diligently perform and observe all of the terms, covenants and conditions of any the Management Agreement on the part of the applicable Expanded Property Owner to be performed and observed by the applicable Expanded Property Owner so that the rights of the applicable Expanded Property Owner under the Management Agreement remain unimpaired; and (ii) promptly notify Lender of the giving of any notice by the Manager to an Expanded a Property Owner of any default by an Expanded a Property Owner in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of an Expanded a Property Owner and deliver to Lender a true copy of each such notice. The applicable Expanded Property Owner shall promptly enforce the performance and observance of all of the covenants required to be observed and performed by the Manager. Borrower shall cause the applicable Property Owner to cause any such Manager of the Property to agree that such manager’s management agreement is subject and subordinate in all respects to the Security Documents. (b) The Borrower acknowledges and agrees If (i) that at any time, an Event of Default occurs and is continuing, (ii) a Manager shall become bankrupt or insolvent or (iii) a material default occurs under any of the Management Agreements beyond any applicable grace and cure periods, Borrower shall, at the request of Lender, terminate the Management Agreement (“Lender Termination Request”) to the extent the Borrower or any of the Borrower Group Members is currently managing any Expanded Properties such right to manage such Expanded Properties shall be construed as on the basis of a Management Agreement for a thirty (30) day term, with automatic renewal on a month-to-month basis unless the owner elects not to renew such Management Agreement, and (ii) that the relevant Loan Party, its Subsidiaries or Affiliates, including the Expanded Property Owners shall have the right to terminate said Management Agreement with or without cause on no more than thirty (30) days prior written notice. The parties hereto acknowledge and agree that in the event the effectiveness of this Section with respect to the Borrower or any Expanded Property Owner is subject to the consent of any Senior Lender permitted under the Senior Loan Documents relating or any intercreditor agreement between Lender and the Senior Lender and replace Manager with a manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the Expanded management fee for such replacement manager shall not exceed then prevailing market rates. (c) Notwithstanding anything contained in the Management Agreements, fees under each Management Agreement shall not exceed the sum of the following: (a) one hundred percent of that portion of the management fee actually reimbursed by tenants pursuant to their leases (“Reimbursed Fees”) and (b) one hundred percent of that portion of the management fee not reimbursed by tenants (“Non-Reimbursed Fees”) but in no event may such Non-Reimbursed fees exceed two percent (2%) of gross revenues from the applicable Property, this Section . Management Fees payable under the management agreement for 00 Xxxx Xxxxxx Xxxxx shall not be deemed effective with respect subject to the Borrower or such Expanded Property Owner until such consents are obtained. The parties hereto further acknowledge and agree that to the extent this Section conflicts with the terms of any Senior Loan Document, the Senior Loan Document shall governforegoing restriction.

Management; Termination of Manager. (a) Borrower warrants and covenants that: (a) : Unless otherwise consented to by Lender in its sole and absolute discretion, to the extent not discretion or prohibited by the terms of any applicable Senior Loan Documents, each Expanded the Property shall at all times during the term of the Loan be leased, managed and marketed by Borrower. Without Lender's prior written consentthe managers (“Managers”) identified on Exhibit 9.1 pursuant to the management agreements identified on Exhibit 9.1 (as may be amended, no fees shall be payable to Borrower in connection with such leasing, managing and marketing of the Expanded Properties“Management Agreements”). Borrower shall operate or cause to be operated each Expanded Property in a first class manner not, and otherwise in accordance with the standard of operation of shall not permit any other factory outlet centers similarly situated (the "Management Standard"). No Loan Party shall, nor shall it permit or any of the Borrower Group Members to (including permitting any Expanded Property Owners to) their respective Subsidiaries or Affiliates to, terminate or replace its any Manager or its successor or assign, or enter into agree to any Amendment to any of the Management AgreementAgreements, without Lender's ’s prior written consent. Borrower shall cause all Expanded the Property Owners Owner to (i) diligently perform and observe all of the terms, covenants and conditions of any the Management Agreement on the part of the applicable Expanded Property Owner to be performed and observed by the applicable Expanded Property Owner so that the rights of the applicable Expanded Property Owner under the Management Agreement remain unimpaired; and (ii) promptly notify Lender of the giving of any notice by the Manager to an Expanded the Property Owner of any default by an Expanded the Property Owner in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of an Expanded the Property Owner and deliver to Lender a true copy of each such notice. The applicable Expanded Property Owner shall promptly enforce the performance and observance of all of the covenants required to be observed and performed by the Manager. Borrower shall cause the Property Owner to cause any such Manager of the Property to agree that such manager’s management agreement is subject and subordinate in all respects to the Security Documents. (b) The Borrower acknowledges and agrees If (i) that at any time, an Event of Default occurs and is continuing, (ii) a Manager shall become bankrupt or insolvent or (iii) a material default occurs under any of the Management Agreements beyond any applicable grace and cure periods, Borrower shall, at the request of Lender, terminate the Management Agreement (“Lender Termination Request”) to the extent the Borrower or any of the Borrower Group Members is currently managing any Expanded Properties such right to manage such Expanded Properties shall be construed as on the basis of a Management Agreement for a thirty (30) day term, with automatic renewal on a month-to-month basis unless the owner elects not to renew such Management Agreement, and (ii) that the relevant Loan Party, its Subsidiaries or Affiliates, including the Expanded Property Owners shall have the right to terminate said Management Agreement with or without cause on no more than thirty (30) days prior written notice. The parties hereto acknowledge and agree that in the event the effectiveness of this Section with respect to the Borrower or any Expanded Property Owner is subject to the consent of any Senior Lender permitted under the Senior Loan Documents relating or any intercreditor agreement between Lender and the Senior Lender and replace Manager with a manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the Expanded Property, this Section management fee for such replacement manager shall not be deemed effective with respect exceed then prevailing market rates. (c) Notwithstanding anything contained in the Management Agreements, fees under each Management Agreement shall not exceed the sum of the following: (a) one hundred percent of that portion of the management fee actually reimbursed by tenants pursuant to their leases (“Reimbursed Fees”) and (b) one hundred percent of that portion of the Borrower or management fee not reimbursed by tenants (“Non-Reimbursed Fees”) but in no event may such Expanded Property Owner until such consents are obtained. The parties hereto further acknowledge and agree that to Non-Reimbursed fees exceed two percent (2%) of gross revenues from the extent this Section conflicts with the terms of any Senior Loan Document, the Senior Loan Document shall governapplicable Property.