Manager’s Representations, Warranties, and Covenants. Manager makes the following representations, warranties, covenants, and agreements set forth in this Section with the understanding that LACERA has relied upon them in determining to enter into this Agreement, and that they constitute a material inducement to LACERA to enter into this Agreement. The representations, warranties, covenants, and agreements contained in this Section shall survive the expiration or termination of this Agreement.
Manager’s Representations, Warranties, and Covenants. Manager represents and warrants to, and covenants with, Lender, as of the date hereof, that (a) Manager has agreed to act as manager of the Mortgaged Property pursuant to the Management Agreement; (b) the entire agreement between Manager and Borrower with respect to the Mortgaged Property is evidenced by the Management Agreement; (c) the Management Agreement constitutes the valid and binding agreement of Manager, enforceable in accordance with its terms, and Manager has full authority under all state and local laws and regulations, to perform all of its obligations under the Management Agreement; (d) neither Manager nor Borrower is in default in the performance of any of its obligations under the Management Agreement and all payments and fees required to be paid by Borrower to Manager thereunder have been paid to the date hereof; (e) Manager will deliver to Lender copies of any notices, demands or reports delivered by Manager to Borrower under the Management Agreement (simultaneously with delivery to Borrower) and copies of all material notices received or given by Manager with respect to any portion of the Mortgaged Property; and (f) immediately upon the occurrence of a Manager Control Change (defined below), Manager shall give notice of such change to Lender. Manager does hereby waive any option or right of first refusal to purchase all or any portion of the Mortgaged Property described in the Management Agreement or otherwise held by Manager, including, without limitation, any such right which would be initiated in the event of an acquisition of the Mortgaged Property by Lender (or any nominee or designee of Lender) or any purchase and/or acquisition of the Mortgaged Property at foreclosure pursuant to the Lien Instrument or by deed in lieu of foreclosure. ASSIGNMENT AND SUBORDINATION OF MANAGEMENT AGREEMENT - Page 2 667195; Miami-Dade County, Florida 5. Additional Manager Covenants Regarding the Management Agreement. Until such time as the Loan shall have been paid in full, together with any and all other amounts which shall be due and payable under the terms of the Loan Documents, Manager shall not take any of the following actions with respect to the Management Agreement without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed: (a) declare a default under the Management Agreement or exercise any of its remedies under the Management Agreement (including, without limitation, terminating the M...
