Common use of Property Management Clause in Contracts

Property Management. The Borrower will not, without the prior written approval of the Administrative Agent, (i) enter into any new Property Management Agreement; (ii) terminate or make any material changes to the Property Management Agreement, either orally or in writing, in any respect; or (iii) consent to, approve or agree to any assignment or transfer by or with respect to the Property Manager (including transfers of beneficial interests in the Property Manager or assignments or transfers by the Property Manager of any or all of its rights under any Property Management Agreement) except as otherwise permitted by Section 9.03 or Section 14.31. Notwithstanding the foregoing, the Borrower may, on prior written notice to the Administrative Agent, subject to the limitations set forth herein with respect to the Administrative Agent’s approval of any new manager for any Project, terminate a Property Management Agreement in accordance with its terms as a result of a material default by a Property Manager thereunder, and the limited partners in the Borrower’s Member may remove any Property Manager or terminate any Property Management Agreement provided a replacement Property Manager satisfactory to the Administrative Agent is immediately appointed pursuant to a Property Management Agreement acceptable to the Administrative Agent which permits termination by the Borrower on thirty (30) days’ notice so long as the new property manager delivers a Property Manager’s Consent. Any change in ownership or control of the Property Manager other than as specifically set forth herein shall be cause for the Administrative Agent to re-approve such Property Manager and Property Management Agreement. If at any time the Administrative Agent consents to the appointment of a new Property Manager, such new Property Manager and the Borrower shall, as a condition of the Administrative Agent’s consent, execute a Property Manager’s Consent in the form then used by the Administrative Agent. Each Property Manager shall be required to hold and maintain all necessary licenses, certifications and permits required by Applicable Law. The Borrower may, on prior written notice to the Administrative Agent, transfer a Property Management Agreement to, or terminate and enter into a new Property Management Agreement on substantially the same terms with, another entity owned and controlled by, or under common control with, Xxxxxxx, Xxxxxx and Company or the Borrower’s Manager; provided that such new management entity is majority-owned and controlled, directly or indirectly, by at least two (2) of the four (4) Named Principals, and such entity delivers a Property Manager’s Consent with respect to such Property Management Agreement.

Property Management. The Borrower will notNotwithstanding any provisions to the contrary set forth herein, without Lender hereby approves the prior written approval Operating Lease and/or Management Agreement in effect as of the Administrative AgentInitial Effective Date between Borrower and the applicable Affiliated Property Operator. From and after the Effective Date, each Property Operator (iother than an Affiliated Property Operator pursuant to this Section 6.03(a)) enter into and each Facility Operating Agreement must be approved by Lender. In the event that the Facility Operating Agreement expires or is terminated (without limiting any new Property Management Agreement; (ii) terminate or make any material changes obligation of Borrower to the Property Management Agreement, either orally or in writing, in any respect; or (iii) obtain Lender’s consent to, approve or agree to any assignment termination or transfer by or with respect to modification of the Property Manager (including transfers of beneficial interests in the Property Manager or assignments or transfers by the Property Manager of any or all of its rights under any Property Management Agreement) except as otherwise permitted by Section 9.03 or Section 14.31. Notwithstanding the foregoing, the Borrower may, on prior written notice to the Administrative Agent, subject to the limitations set forth herein with respect to the Administrative Agent’s approval of any new manager for any Project, terminate a Property Management Facility Operating Agreement in accordance with its the terms and provisions of the Loan Documents) or the renewal of Management Agreements relating to the Mortgaged Properties located in New York are not timely approved by the applicable Governmental Authority, Borrower shall promptly enter into a replacement facility operating agreement consented to in writing by Lender with a Property Operator that is approved in advance by Lender in writing, and, in the case of the Mortgaged Properties located in New York, approved in advance by the applicable Governmental Authority in writing. If the replacement property manager is an Affiliated Property Operator, then Lender (but not any Governmental Authority having jurisdiction in New York) shall be deemed to have approved such Affiliated Property Operator as a result replacement property manager; and Lender’s approval shall only be required in connection with the replacement management agreement. If, in connection with the making of the Advances, or at any later date, Lender waives in writing the requirement that Borrower enter into a written contract for the operation or management of a material default by a Property Manager thereunderMortgaged Property, and Borrower later elects to enter into a written contract or change the limited partners in the Borrower’s Member may remove any Property Manager operation or terminate any Property Management Agreement provided a replacement Property Manager satisfactory to the Administrative Agent is immediately appointed pursuant to a Property Management Agreement acceptable to the Administrative Agent which permits termination by the management of such Mortgaged Property, or if Borrower on thirty (30) days’ notice so long as the new property manager delivers a Property Manager’s Consent. Any change in ownership or control of the Property Manager other than as specifically set forth herein shall be cause for the Administrative Agent to re-approve such Property Manager and Property Management Agreement. If at any time the Administrative Agent consents to the appointment transfers management of a new Property ManagerMortgaged Property, such new Property Manager Operator (other than an Affiliated Property Operator) and the Borrower shall, as any Facility Operating Agreement (including that with an Affiliated Property Operator) must be approved by Lender. As a condition to any approval of the Administrative Agent’s consent, execute a Property Manager’s Consent in the form then used Operator by the Administrative Agent. Each Lender of or any Facility Operating Agreement pursuant to this Section 6.03(a) (Property Manager Management), Borrower and such new Property Operator shall be required to hold and maintain all necessary licenses, certifications and permits required by Applicable Law. The Borrower may, on prior written notice to the Administrative Agent, transfer a Property Management Agreement to, or terminate and enter into a new Property Management Agreement on substantially the same terms with, another entity owned and controlled by, or under common control with, Xxxxxxx, Xxxxxx and Company or the Borrower’s Manager; provided that such new management entity is majority-owned and controlled, directly or indirectly, by at least two (2) of the four (4) Named Principals, and such entity delivers a Property Manager’s Consent with respect to such Property Management AgreementSASA.

Property Management. The (a) Each Borrower will notrepresents, without the prior written approval of the Administrative Agent, (i) enter into any new warrants and covenants that it shall cause each First Mezzanine Borrower to cause each Property Owner and/or Operating Lessee to cause each Property to at all times be managed by an Acceptable Property Manager pursuant to an Acceptable Property Management Agreement; . (iib) terminate or make Notwithstanding any material changes provision to the Property Management Agreement, either orally contrary contained herein or in writingthe other Loan Documents, except as provided in this Section 11(b), Borrowers may not permit any respect; First Mezzanine Borrower to permit any Property Owner and/or Operating Lessee to amend, modify, supplement, alter or (iii) consent to, approve or agree to waive any assignment or transfer by or with respect to the Property Manager (including transfers of beneficial interests in the Property Manager or assignments or transfers by the Property Manager of any or all of its rights right under any Property Management Agreement) except as otherwise permitted by Section 9.03 or Section 14.31. Notwithstanding Agreement without the foregoing, receipt of the Borrower may, on prior written notice to the Administrative Agent, subject to the limitations set forth herein with respect to the Administrative Agent’s approval of any new manager for any Projectthe Lender (which approval shall not be unreasonably withheld or delayed). Without the receipt of the approval of Lender, terminate Borrowers may permit a First Mezzanine Borrower to permit a Property Management Agreement in accordance with its terms as a result of a material default by a Property Manager thereunderOwner and/or Operating Lessee to make any nonmaterial modification, and the limited partners in the Borrower’s Member may remove any Property Manager change, supplement, alteration or terminate amendment to any Property Management Agreement and to waive any nonmaterial rights thereunder, provided a replacement that no such modification, change, supplement, alteration, amendment or waiver shall affect the cash management procedures set forth in the Property Manager satisfactory Management Agreements or the Senior Loan Documents, decrease the cash flow of the applicable Property covered thereunder, adversely affect the marketability of the applicable Property covered thereunder, change the definitions of “default” or “event of default,” change the definitions of “operating expense” or words of similar meaning to add additional items to such definitions, change the definitions of “owner’s distribution” or “owner’s equity” or “debt service amount” or words of similar meaning so as to reduce the payments due the related Property Owner and/or Operating Lessee thereunder, change the timing of remittances to the Administrative Agent is immediately appointed pursuant to a related Property Owner and/or Operating Lessee thereunder, increase or decrease reserve requirements, change the term of such Property Management Agreement acceptable to the Administrative Agent which permits termination by the Borrower on thirty (30) days’ notice so long as the new property manager delivers a Property Manager’s Consent. Any change in ownership or control of the Property Manager other than as specifically set forth herein shall be cause for the Administrative Agent to re-approve increase any management fees payable under such Property Manager and Property Management Agreement. If at any time the Administrative Agent consents . (c) Borrowers may permit a First Mezzanine Borrower to the appointment of a new Property Manager, such new Property Manager and the Borrower shall, as a condition of the Administrative Agent’s consent, execute permit a Property Manager’s Consent in the form then used by the Administrative Agent. Each Property Manager shall be required Owner and/or Operating Lessee to hold and maintain all necessary licenses, certifications and permits required by Applicable Law. The Borrower may, on prior written notice to the Administrative Agent, transfer a Property Management Agreement to, or terminate and enter into a new Property Management Agreement on substantially the same terms with, another entity owned and controlled by, or under common control with, Xxxxxxx, Xxxxxx and Company or the Borrower’s Manager; provided that such new management entity is majority-owned and controlled, directly or indirectly, by at least two (2) with an Acceptable Property Manager upon receipt of the four approval of the Property Management Agreement by the Lender (4which approval shall not be unreasonably withheld or delayed). (d) Named Principals, and such entity delivers a Property Manager’s Consent with respect Borrowers hereby agree that subject to such the terms of the respective Property Management Agreement, Agreements with Managers and Acceptable Property Management Agreements, Lender shall have the right to terminate and replace property managers subsequent to (i) an Event of Default under this Agreement and (ii) an acceleration of the Loan.

Property Management. The Borrower or Facility Operator will provide for professional management of the Mortgaged Property by the Property Manager at all times under a property management agreement approved by Lender in writing or in a form substantially similar to the forms of property management agreement existing on the Closing Date which such property management agreements have been approved by Lender as of the date hereof (each, an “Approved Property Management Agreement”). Borrower will notnot surrender, without the prior written approval of the Administrative Agentterminate, cancel, modify, renew or extend (iexcept in each case by its terms) its property management agreement, or enter into any new other agreement relating to the management or operation of the Property with Property Manager or any other Person (other than an Approved Property Management Agreement; (ii) terminate ), or make any material changes consent to the Property Management Agreement, either orally or in writing, in any respect; or (iii) consent to, approve or agree to any assignment or transfer by or with respect to the Property Manager (including transfers of beneficial interests in the Property Manager or assignments or transfers by the Property Manager of any or all its interest under such property management agreement, in each case without the consent of its rights under any Property Management Agreement) except as otherwise permitted by Section 9.03 or Section 14.31. Notwithstanding the foregoingLender, the Borrower maywhich consent will not be unreasonably xxxxxxxx.xx Lender’s Discretion, on prior written notice to the Administrative Agentprovided, subject to the limitations set forth herein that Lender’s consent shall not be required with respect to (i) an assignment of the Administrative Agent’s approval property management agreement to or (ii) the entering into of any a new manager for any Project, terminate a Approved Property Management Agreement in accordance with its terms as a result of a material default by a Property Manager thereunder, (and the limited partners termination, surrender and cancellation of the existing property management agreement in the Borrower’s Member may remove connection therewith) with (y) any manager that is managing any other a Related Mortgaged Property Manager or terminate any Property Management Agreement provided a replacement Property Manager satisfactory to the Administrative Agent is immediately appointed pursuant to a Property Management Agreement acceptable to the Administrative Agent which permits termination by the Borrower on thirty (30z) days’ notice so long as the new property manager delivers a Property Manager’s Consent. Any change in ownership or control an Affiliate of the Property Manager other than as specifically set forth herein Manager. Notwithstanding anything to the contrary in this Loan Agreement or any Loan Document, Borrower shall be cause for entitled to make immaterial modifications to and renewals of the Administrative Agent to re-approve such Property Manager and Property Management Agreement. property management agreement without Lender’s consent. (i) If at any time the Administrative Agent Lender consents to the appointment of a new Property ManagerManager is appointed, or the property management agreement is assigned, in accordance with the terms of this Section 6.09(d), such new Property Manager and the Borrower shall(or Facility Operator) will, as a condition of the Administrative AgentLender’s consent, execute an Assignment of Management Agreement in a Property Manager’s Consent in form acceptable to Lender substantially similar to the form then used by of Assignment of Management Agreement delivered on the Administrative Agent. Each Closing Date. (ii) If any such replacement Property Manager shall be required is an Affiliate of Borrower, and if a nonconsolidation opinion was delivered on the Closing Date, Borrower will deliver to hold Lender an updated nonconsolidation opinion in form and maintain all necessary licenses, certifications and permits required by Applicable Law. The Borrower may, on prior written notice substance substantially similar to the Administrative Agent, transfer a Property Management Agreement to, or terminate and enter into a new Property Management Agreement form delivered on substantially the same terms with, another entity owned and controlled by, or under common control with, Xxxxxxx, Xxxxxx and Company or the Borrower’s Manager; provided that such new management entity is majority-owned and controlled, directly or indirectly, by at least two Closing Date. (2iii) of the four (4) Named Principals, and such entity delivers a Property Manager’s Consent with respect to such Property Management AgreementReserved.

Property Management. The Borrower will not, without the prior written approval of the Administrative Agent, (i) enter into any new Property Management Agreement; (ii) terminate or make any material changes to the Property Management Agreement, either orally or in writing, in any respect; or (iii) consent to, approve or agree to any assignment or transfer by or with respect to the Property Manager (including transfers of beneficial interests in the Property Manager or assignments or transfers by the Property Manager of any or all of its rights under any Property Management Agreement) except as otherwise permitted by Section 9.03 or Section 14.31. Notwithstanding the foregoing, the Borrower may, on prior written notice to the Administrative Agent, subject to the limitations set forth herein with respect to the Administrative Agent’s approval of any new manager for any Project, terminate a Property Management Agreement in accordance with its terms as a result of a material default by a Property Manager thereunder, and the limited partners in of the partners of the Borrower’s Member may remove any Property Manager or terminate any Property Management Agreement provided a replacement Property Manager satisfactory to the Administrative Agent is immediately appointed pursuant to a Property Management Agreement acceptable to the Administrative Agent which permits termination by the Borrower on thirty (30) days’ notice so long as the new property manager delivers a Property Manager’s Consent. Any change in ownership or control of the Property Manager other than as specifically set forth herein shall be cause for the Administrative Agent to re-approve such Property Manager and Property Management Agreement. If at any time the Administrative Agent consents to the appointment of a new Property Manager, such new Property Manager and the Borrower shall, as a condition of the Administrative Agent’s consent, execute a Property Manager’s Consent in the form then used by the Administrative Agent. Each Property Manager shall be required to hold and maintain all necessary licenses, certifications and permits required by Applicable Law. The Borrower may, on prior written notice to the Administrative Agent, transfer a Property Management Agreement to, or terminate and enter into a new Property Management Agreement on substantially the same terms with, another entity owned and controlled by, or under common control with, Xxxxxxx, Xxxxxx and Company or the Borrower’s Manager; provided that such new management entity is majority-owned and controlled, directly or indirectly, by at least two (2) of the four (4) Named Principals, and such entity delivers a Property Manager’s Consent with respect to such Property Management Agreement.

Property Management. The (a) Neither the Borrower will notnor any Credit Facility Guarantor shall, without the prior written approval of the Administrative Agent, (i) enter into any new Property Management Agreement; (ii) terminate or make any material changes to the Property Management Agreement, either orally or in writing, in any respect; or (iii) consent to, approve or agree to any assignment or transfer by or with respect to the Property Manager (including transfers of beneficial interests in the Property Manager that are not otherwise permitted by Section 7.04 or assignments or transfers by the Property Manager of any or all of its rights under any Property Management Agreement). (b) except as otherwise permitted by Section 9.03 or Section 14.31. Notwithstanding the foregoingforegoing clause (a), the Borrower may, and may permit the Credit Facility Guarantors, on prior written notice to the Administrative Agent, subject to the limitations set forth herein with respect to the Administrative Agent’s 's approval of any new manager for any ProjectBorrowing Base Property, terminate a Property Management Agreement in accordance with its terms as a result of a material default by a Property Manager thereunder, and the limited partners in the Borrower’s Member may remove any Property Manager or terminate any Property Management Agreement provided a replacement Property Manager satisfactory to the Administrative Agent is immediately appointed pursuant to a Property Management Agreement acceptable to the Administrative Agent which permits termination by the Borrower or the applicable Credit Facility Guarantor on thirty (30) days’ ' notice so long as the new property manager delivers a Property Manager’s 's Consent. Any change in ownership or control of the Property Manager other than as specifically set forth herein or permitted by Section 7.04 shall be cause for the Administrative Agent to re-approve such Property Manager and Property Management Agreement. If at any time the Administrative Agent consents to the appointment of a new Property Manager, such new Property Manager and the Borrower shall, or shall cause the applicable Credit Facility Guarantor to, as a condition of the Administrative Agent’s 's consent, execute a Property Manager’s 's Consent in the form then used by the Administrative Agent. Each Property Manager shall be required to hold and maintain all necessary licenses, certifications and permits required by Applicable Law. The Borrower and any Credit Facility Guarantor may, on prior written notice to the Administrative Agent, assign or transfer a Property Management Agreement to, or terminate and enter into a new Property Management Agreement on substantially the same terms with, another entity owned and controlled bythe REIT, the Operating Partnership or under common control withany Controlled Subsidiary, Xxxxxxx, Xxxxxx and Company or the Borrower’s Manager; provided that such new management entity is majority-owned and controlled, directly or indirectly, by at least two (2) of the four (4) Named Principals, and such entity delivers a Property Manager’s 's Consent with respect to such Property Management Agreement.

Property Management. The (a) Each Borrower will notor Operating Lessee represents, without the prior written approval of the Administrative Agent, (i) enter into any new warrants and covenants that each Property shall at all times be managed by an Acceptable Property Manager pursuant to an Acceptable Property Management Agreement; . (iib) terminate or make Notwithstanding any material changes provision to the Property Management Agreement, either orally contrary contained herein or in writingthe other Loan Documents, except as provided in this Section 11.1(b), no Borrower or Operating Lessee may amend, modify, supplement, alter or waive any respect; or (iii) consent to, approve or agree to any assignment or transfer by or with respect to the Property Manager (including transfers of beneficial interests in the Property Manager or assignments or transfers by the Property Manager of any or all of its rights right under any Property Management Agreement) except as otherwise permitted by Section 9.03 or Section 14.31. Notwithstanding Agreement without the foregoing, the Borrower may, on prior written notice to the Administrative Agent, subject to the limitations set forth herein with respect to the Administrative Agent’s approval of any new manager for any Project, terminate a Property Management Agreement in accordance with its terms as a result receipt of a material default by Rating Confirmation. Without the receipt of a Property Manager thereunderRating Confirmation, and the limited partners in the Borrower’s Member may remove a Borrower or Operating Lessee shall be permitted to make any Property Manager nonmaterial modification, change, supplement, alteration or terminate amendment to any Property Management Agreement and to waive any nonmaterial rights thereunder, provided a replacement that no such modification, change, supplement, alteration, amendment or waiver shall affect the cash management procedures set forth in the Property Manager satisfactory Management Agreements or the Loan Documents, decrease the cash flow of the applicable Property covered thereunder, adversely affect the marketability of the applicable Property covered thereunder, change the definitions of “default” or “event of default,” change the definitions of “operating expense” or words of similar meaning to add additional items to such definitions, change the definitions of “owner’s distribution” or “owner’s equity” or “debt service amount” or words of similar meaning so as to reduce the payments due the related Borrower or Operating Lessee thereunder, change the timing of remittances to the Administrative Agent is immediately appointed pursuant to a related Borrower thereunder, increase or decrease reserve requirements, change the term of such Property Management Agreement acceptable to the Administrative Agent which permits termination by the Borrower on thirty (30) days’ notice so long as the new property manager delivers a Property Manager’s Consent. Any change in ownership or control of the Property Manager other than as specifically set forth herein shall be cause for the Administrative Agent to re-approve increase any Management Fees payable under such Property Manager and Property Management Agreement. If at any time the Administrative Agent consents to the appointment of a new Property Manager, such new Property Manager and the . (c) A Borrower shall, as a condition of the Administrative Agent’s consent, execute a Property Manager’s Consent in the form then used by the Administrative Agent. Each Property Manager shall be required to hold and maintain all necessary licenses, certifications and permits required by Applicable Law. The Borrower may, on prior written notice to the Administrative Agent, transfer a Property Management Agreement to, or terminate and Operating Lessee may enter into a new Property Management Agreement on substantially the same terms with, another entity owned and controlled by, or under common control with, Xxxxxxx, Xxxxxx and Company or the Borrower’s Manager; provided that such new management entity is majority-owned and controlled, directly or indirectly, by at least two (2) with an Acceptable Property Manager upon receipt of the four (4) Named Principals, and such entity delivers a Property Manager’s Consent Rating Confirmation with respect to such Property Management Agreement. (d) Borrower and Operating Lessee hereby agrees that subject to the terms of the respective Property Management Agreement, Agreements with Managers and Acceptable Property Management Agreements, Lender shall have the right to terminate and replace property managers subsequent to (i) an Event of Default under this Agreement and (ii) an acceleration of the Loan.

Property Management. The Borrower or Facility Operator will provide for professional management of the Mortgaged Property by the Property Manager at all times under a property management agreement approved by Lender in writing or in a form substantially similar to the forms of property management agreement existing on the Closing Date which such property management agreements have been approved by Lender as of the date hereof (each, an “Approved Property Management Agreement”). Borrower will not, without the prior written approval of the Administrative Agentand will cause Primary Property Manager not to, surrender, terminate, cancel, modify, renew or extend (iexcept in each case by its terms) enter into any new Property Management Agreement; (ii) terminate or make any material changes to the its Approved Property Management Agreement, either orally or in writing, in enter into any respect; or (iii) consent to, approve or agree to any assignment or transfer by or with respect other agreement relating to the management or operation of the Mortgaged Property Manager (including transfers of beneficial interests in the with Property Manager or assignments any other Person (other than an Approved Property Management Agreement), or transfers consent to the assignment by the Property Manager of any or all its interest under such property management agreement, in each case without the consent of its rights under any Property Management Agreement) except as otherwise permitted by Section 9.03 or Section 14.31. Notwithstanding the foregoingLender, the Borrower maywhich consent will not be unreasonably xxxxxxxx.xx Lender’s Discretion, on prior written notice to the Administrative Agentprovided, subject to the limitations set forth herein that Lender’s consent shall not be required with respect to (i) an assignment of the Administrative Agent’s approval Approved Property Management Agreement to or (ii) the entering into of any a new manager for any ProjectApproved Property Management Agreement (and the termination, terminate a surrender and cancellation of the existing Approved Property Management Agreement in accordance connection therewith) with its terms as (x) a result of property manager previously approved by Xxxxxxx Mac in connection with a material default Seniors Housing mortgage loan to which Guarantor or Guarantor’s Affiliate is a party and which loan was purchased by a Xxxxxxx Mac, provided that the same property manager continues in that capacity at such property at the time it becomes the replacement Property Manager thereunderpursuant to this section; (y) any manager that is managing any other Related Mortgaged Property; or (z) an Affiliate of the Property Manager. Notwithstanding anything to the contrary in this Loan Agreement or any Loan Document, and the limited partners in the Borrower’s Member may remove any Borrower or Primary Property Manager or terminate any shall be entitled to make immaterial modifications to and renewals of the Approved Property Management Agreement provided a replacement Property Manager satisfactory to without Lender’s consent. For the Administrative Agent is immediately appointed pursuant avoidance of doubt, any reference in this Section 6.09(d) to a Property Management Agreement acceptable “property management agreement” will be deemed to the Administrative Agent which permits termination by the Borrower on thirty include any agreement between a primary manager and a sub-manager. (30i) days’ notice so long as the new property manager delivers a Property Manager’s Consent. Any change in ownership or control of the Property Manager other than as specifically set forth herein shall be cause for the Administrative Agent to re-approve such Property Manager and Property Management Agreement. If at any time the Administrative Agent Lender consents to the appointment of a new Property ManagerManager is appointed, or the Approved Property Management Agreement is assigned, in accordance with the terms of this Section 6.09(d), such new Property Manager and the Borrower shall(or Facility Operator) will, as a condition of the Administrative AgentLender’s consent, execute an Assignment of Management Agreement in a Property Manager’s Consent in form acceptable to Lender substantially similar to the form then used by of Assignment of Management Agreement delivered on the Administrative Agent. Each Closing Date. (ii) If any such replacement Property Manager shall be required is an Affiliate of Borrower, and if a nonconsolidation opinion was delivered on the Closing Date, Borrower will deliver to hold Lender an updated nonconsolidation opinion in form and maintain all necessary licenses, certifications and permits required by Applicable Law. The Borrower may, on prior written notice substance substantially similar to the Administrative Agent, transfer a Property Management Agreement to, or terminate and enter into a new Property Management Agreement form delivered on substantially the same terms with, another entity owned and controlled by, or under common control with, Xxxxxxx, Xxxxxx and Company or the Borrower’s Manager; provided that such new management entity is majority-owned and controlled, directly or indirectly, by at least two Closing Date. (2iii) of the four (4) Named Principals, and such entity delivers a Property Manager’s Consent with respect to such Property Management AgreementReserved.

Property Management. The Borrower Collateral Pool will not, without the prior written approval of the Administrative Agent, (i) enter into any new be managed by one or more Property Managers pursuant to one or more Property Management Agreement; (ii) terminate or make any material changes to the Agreements. Each Property Management Agreement, either orally or in writing, in any respect; or (iii) consent to, approve or agree to any assignment or transfer by or with respect Agreement and the amounts payable to the Property Manager (including transfers thereunder shall be subordinate to the Deed of beneficial interests Trust, except as set forth in the Property Manager Manager’s Subordination. Borrowers shall not modify, amend or assignments or transfers by the Property Manager of any or all of its rights under any Property Management Agreement) except as otherwise permitted by Section 9.03 or Section 14.31. Notwithstanding the foregoing, the Borrower may, on prior written notice to the Administrative Agent, subject to the limitations set forth herein with respect to the Administrative Agent’s approval of any new manager for any Project, terminate a Property Management Agreement in accordance with its unless such Property Management Agreement will be modified or replaced by an agreement which reflects fair and reasonable market terms as would be obtainable by Borrowers at the time in a result comparable arm’s length transaction with a Person other than an Affiliate and such Property Management Agreement is or continues to be subject to the provisions of a material default by a Property Manager’s Subordination. Borrowers shall not further delegate (or consent to the delegation of) the duties and obligations of the Property Manager thereunder, and the limited partners in the Borrower’s Member may remove any Property Manager or terminate under any Property Management Agreement provided to a replacement Property Manager satisfactory to the Administrative Agent is immediately appointed third party unless pursuant to a Property Management Agreement acceptable to an agreement which (i) provides that such agreement is not binding upon any successor owner of any of the Administrative Agent which permits termination by the Borrower Collateral Pool, and (ii) may be terminated without cause and without payment of any penalty on not less than thirty (30) days’ notice so long days written notice. The Operating Partnership shall deliver to Administrative Agent copies of each Property Management Agreement and any amendments or modifications thereto. Lenders acknowledge that the duties and obligations of HPT Management Services LP, as Property Manager under the new property manager delivers existing Property Management Agreement, may be assigned, in whole or in part, to an Affiliate of Borrowers and Guarantor; provided that, if requested by Administrative Agent, the Operating Partnership shall provide copies to Administrative Agent of any such assignment and such assignee and such Property Management Agreement shall remain subject to a Property Manager’s ConsentSubordination. Any change in ownership Borrowers shall not execute any brokerage or control leasing commission agreements with respect to the leasing of the Property Manager other Collateral Pool unless such agreements (i) provide that such agreements are not binding upon any successor owner of any of the Collateral Pool, and (ii) reflect fair and reasonable market terms, and (iii) may be terminated without cause and without payment of any penalty on not less than as specifically set forth herein thirty (30) days written notice. No new or additional property management agreement or leasing agreement shall be cause for the executed by any Borrower unless and until such property manager and leasing agent, as applicable, shall have executed and delivered to Administrative Agent to re-approve such Property Manager subordinations and Property Management Agreement. If at any time the Administrative Agent consents agreements in form substantially similar to the appointment of a new Property Manager, such new Property Manager and the Borrower shall, as a condition of the Administrative Agent’s consent, execute a Property Manager’s Consent Subordinations executed in connection with the form then used by the Administrative Agent. Each Property Manager shall be required to hold and maintain all necessary licenses, certifications and permits required by Applicable Law. The Borrower may, on prior written notice to the Administrative Agent, transfer a Property Management Agreement to, or terminate and enter into a new Property Management Agreement on substantially the same terms with, another entity owned and controlled by, or under common control with, Xxxxxxx, Xxxxxx and Company or the Borrower’s Manager; provided that such new management entity is majority-owned and controlled, directly or indirectly, by at least two (2) closing of the four (4) Named Principals, and such entity delivers a Property Manager’s Consent with respect to such Property Management AgreementLoan.