Common use of The Management Agreement Clause in Contracts

The Management Agreement. Borrower shall use commercially reasonable efforts to cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall (a) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (b) promptly notify Agent of any notice to Borrower or Manager of any default by Borrower in the performance or observance of any material terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed, and (c) promptly deliver to Agent a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates); and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Agent’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

The Management Agreement. Borrower shall, and shall use commercially reasonable efforts to cause each Borrower Subsidiary to, (i) cause each applicable Manager to manage the each such Individual Property substantially in accordance with the applicable Management Agreement. Borrower shall , (aii) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower Entity to be performed and observed, (biii) promptly notify Agent of any notice to Borrower or Manager Lender of any default by Borrower in the performance or observance of any material terms, covenants or conditions of under the Management Agreement on the part of Borrower to be performed and observedwhich it is aware, and (civ) promptly deliver to Agent Lender a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plansAgreement, reports or estimates); and (ivv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If any Borrower Entity shall default in the performance or observance of any material term, covenant or material condition of the Management Agreement on the part of any such Borrower Entity to be performed or observed, then, without limiting AgentLender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing any Borrower Entity from any of its obligations Obligations hereunder or under the Management Agreement, Agent Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be reasonably appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of such Borrower Entity to be materially performed or materially observed.

The Management Agreement. Borrower shall use commercially reasonable efforts to cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall (ai) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, observed (bii) promptly notify Agent Lender of any notice to Borrower or Manager of any default by Borrower in the performance or observance of any material of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed, and (c) promptly deliver to Agent a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates); and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observedobserved beyond the expiration of any applicable notice and grace periods, then, without limiting Agent’s Lender's other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Agent Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

The Management Agreement. Borrower shall use commercially reasonable efforts to (i) cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall , (aii) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (biii) promptly notify Agent of any notice to Borrower or Manager Lender of any default by Borrower in the performance or observance of any material terms, covenants or conditions of under the Management Agreement on the part of Borrower to be performed and observedwhich it is aware, and (civ) promptly deliver to Agent Lender a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plansAgreement, reports or estimates); and (ivv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Agent’s Lender's other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations Obligations hereunder or under the Management Agreement, Agent Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

The Management Agreement. Borrower shall use commercially reasonable efforts to (i) cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall , (aii) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (biii) promptly notify Agent of any notice to Borrower or Manager Lender of any default by Borrower in the performance or observance of any material terms, covenants or conditions of under the Management Agreement on the part of Borrower to be performed and observedwhich it is aware, and (civ) promptly deliver to Agent Lender a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plansAgreement, reports or estimates); and (ivv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting AgentLender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations Obligations hereunder or under the Management Agreement, Agent Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

The Management Agreement. Borrower shall use commercially reasonable efforts to cause Manager to manage the Property in accordance with the Management AgreementAgreement and Lender acknowledges that the Management Agreement has been approved by Lender. Borrower shall (ai) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, observed and (bii) promptly notify Agent Lender of any notice to Borrower or Manager of any default by Borrower in the performance or observance of any material of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed, and (c) promptly deliver to Agent a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates); and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default default, beyond the expiration of any applicable notice and cure period, in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting AgentLender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Agent Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

The Management Agreement. Borrower shall use commercially reasonable efforts to cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall (a) diligently perform and observe in all material respects all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (b) promptly notify Agent Lender of any notice to Borrower or Manager of any default by Borrower in the performance or observance of any material of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed, and (c) promptly deliver to Agent Lender a copy of all material notices each periodic report received by it (including, without limitation, any notices relating to Borrower under the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) Management Agreement and, promptly upon request by Agentrequest, deliver to Lender a copy of any other financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates); and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting AgentLender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Agent Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. Manager shall be entitled to receive a fee of no more than 3.00% of “Project Income” (as defined in the Management Agreement) as in effect on the date hereof.

The Management Agreement. Borrower Borrowers shall use commercially reasonable efforts cause Owners to (i) cause Manager to manage the applicable Individual Property in accordance with the applicable Management Agreement. Borrower shall , (aii) diligently perform and observe in all material respects all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower Owner to be performed and observed, (biii) promptly notify Agent of any notice to Borrower or Manager Mezzanine Lender of any default by Borrower in the performance or observance of any material terms, covenants or conditions of under the Management Agreement on the part of Borrower to be performed and observedwhich it is aware, and (civ) promptly deliver to Agent Mezzanine Lender a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates); and (ivv) promptly enforce the performance and observance in all material respects of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower such Owner shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower such Owner to be performed or observed, then, without limiting Agent’s Mezzanine 376 Lender's other rights or remedies under this Agreement or the other Mezzanine Loan Documents, and without waiving or releasing such Borrower from any of its obligations Obligations hereunder or under the Management Agreement, Agent but subject to the rights of Senior Lender under the Senior Loan Documents, Mezzanine Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower such Owner to be performed or observed.

The Management Agreement. Borrower shall use commercially reasonable efforts to cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall (ai) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (bii) promptly notify Agent Lender of any notice to Borrower or Manager of any default by Borrower in the performance or observance of any material of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed, and (ciii) promptly deliver to Agent Lender a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates)Agreement; and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Agent’s Lender's other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Agent Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. Section 7.2.

The Management Agreement. Borrower shall use commercially reasonable efforts to (i) cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall , (aii) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (biii) promptly notify Agent of any notice to Borrower or Manager Lender of any default by Borrower in the performance or observance of any material terms, covenants or conditions of under the Management Agreement on the part of Borrower to be performed and observedwhich it is aware, and (civ) promptly deliver to Agent Lender a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plansAgreement, reports or estimates); and (ivv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting AgentLender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations Obligations hereunder or under the Management Agreement, Agent Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.. EAST\53909776.4

The Management Agreement. Borrower shall use commercially reasonable efforts to cause Manager to manage the Property in accordance in all material respects with the Management Agreement. Borrower shall (ai) diligently perform and observe in all material respects all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (bii) promptly notify Agent Lender of any written notice to Borrower or Manager of any default by Borrower in the performance or observance of any material of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed, and (ciii) promptly deliver to Agent Lender a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts without duplication of any such plansstatements, plans or reports or estimates); and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed delivered to Lender by Manager under Borrower pursuant to the Management other terms of this Agreement). If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting AgentLender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Agent Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate reasonably necessary to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

The Management Agreement. Each Borrower shall use commercially reasonable efforts to (i) cause Manager to manage the applicable Individual Property in accordance with the applicable Management Agreement. Borrower shall , (aii) diligently perform and observe in all material respects all of the material terms, covenants and conditions of the Management Agreement on the part of such Borrower to be performed and observed, (biii) promptly notify Agent of any notice to Borrower or Manager Lender of any default by Borrower in the performance or observance of any material terms, covenants or conditions of under the Management Agreement on the part of Borrower to be performed and observedwhich it is aware, and (civ) promptly deliver to Agent Lender a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plansAgreement, reports or estimates); and (ivv) promptly enforce the performance and observance in all material respects of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If such Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of such Borrower to be performed or observed, then, without limiting Agent’s Lender's other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing such Borrower from any of its obligations Obligations hereunder or under the Management Agreement, Agent Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

The Management Agreement. Borrower shall use commercially reasonable efforts to cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall (ai) diligently perform and observe in all of material respects the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, and (bii) promptly notify Agent Lender of any notice from Manager to Borrower or Manager of any default by Borrower in the performance or observance of any material of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed, and (c) promptly deliver to Agent a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates); and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default beyond the expiration of cure periods in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Agent’s Lender's other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Agent upon notice to Borrower, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

The Management Agreement. Borrower shall use commercially reasonable efforts to cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall (a) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (b) promptly notify Agent Lender of any notice to Borrower or Manager of any default that has occurred and is continuing beyond expiration of applicable cure periods by Borrower in the performance or observance of any material of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed, and (c) promptly deliver to Agent Lender a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates); and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default beyond expiration of applicable cure periods in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Agent’s Lender's other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Agent Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

The Management Agreement. Borrower Operating Lessee shall use commercially reasonable efforts to cause Manager to manage the each Individual Property in accordance with the Management Agreement. Borrower Operating Lessee shall (ai) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower Operating Lessee to be performed and observed, in all material respects, (bii) promptly notify Agent Lender of any notice to Borrower or Manager Operating Lessee of any default by Borrower in the performance or observance of any material of the terms, covenants or conditions of the Management Agreement on the part of Borrower Operating Lessee to be performed and observed, and (ciii) promptly deliver to Agent Lender a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other each financial statement, business plan, capital expenditures plan, material report and material estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates)Agreement; and (iv) promptly enforce enforce, in a commercially reasonable manner, the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower Operating Lessee shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower Operating Lessee to be performed or observed, then, without limiting AgentLender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower Operating Lessee from any of its obligations hereunder or under the Management Agreement, Agent Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower Operating Lessee to be performed or observed.

The Management Agreement. Borrower hereby agrees that the fee paid to Manager, inclusive of any fees paid to CBRE and/or any other third party property manager or submanager engaged to provide property management services to the Property shall not exceed five percent (5%) of Gross Revenue in the aggregate (the “Management Fee”),. Borrower shall use commercially reasonable efforts to (a) cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall , (ab) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (bc) promptly notify Agent of any notice to Borrower or Manager Lender of any default by Borrower in the performance or observance of any material terms, covenants or conditions of under the Management Agreement on the part of Borrower to be performed and observedwhich it is aware, and (cd) promptly deliver to Agent Lender a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plansAgreement, reports or estimates); and (ive) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting AgentLender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations Obligations hereunder or under the Management Agreement, Agent Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

The Management Agreement. Borrower shall use commercially reasonable efforts to cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall (ai) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (bii) promptly notify Agent Lender of any notice to Borrower or Manager of any default by Borrower in the performance or observance of any material of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed, and (ciii) promptly deliver to Agent Lender a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates)Agreement; and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Agent’s Lender's other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Agent Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

The Management Agreement. Borrower shall use commercially reasonable efforts to cause the Manager of the Individual Property to manage the Individual Property substantially in accordance with the its Management Agreement. Borrower shall (ai) diligently perform and observe all of the material terms, covenants and conditions of the its Management Agreement on the part of Borrower to be performed and observed, (bii) promptly notify Agent Lender of any notice to Borrower or Manager of any default by Borrower in the performance or observance of any material of the terms, covenants or conditions of the its Management Agreement on the part of Borrower to be performed and observed, and (ciii) upon request of Lender, promptly deliver to Agent Lender a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates); and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the each Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the any Management Agreement on the part of Borrower to be performed or observed, then, without limiting AgentLender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the such Management Agreement, Agent upon five (5) Business Days’ prior notice to Borrower, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the such Management Agreement on the part of the Borrower to be performed or observed.

The Management Agreement. Borrower hereby agrees that the fee paid to Manager in compensation for Manager’s services conducted in connection with the management of the Property shall not exceed three percent (3.00%) of Gross Revenue. Borrower shall use commercially reasonable efforts to (a) cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall , (ab) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (bc) promptly notify Agent of any notice to Borrower or Manager Lender of any default by Borrower (after any applicable notice and cure period set forth in the performance or observance of any material terms, covenants or conditions of Management Agreement) under the Management Agreement on the part of Borrower to be performed and observedwhich it is aware, and (cd) promptly deliver to Agent Lender a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other each financial statement, business plan, capital expenditures plan, estimate, report and estimate each material notice received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plansAgreement, reports or estimates); and (ive) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observedobserved (after any applicable notice and cure period set forth in the Management Agreement), then, without limiting AgentLender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations Obligations hereunder or under the Management Agreement, Agent Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

The Management Agreement. Borrower shall use commercially reasonable efforts cause Senior Borrower to (a) endeavor to cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall , (ab) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Senior Borrower to be performed and observed, (bc) promptly notify Agent of any notice to Borrower or Manager Lender of any default by Borrower in the performance or observance of any material terms, covenants or conditions of under the Management Agreement on of which it is aware, (d) if Sun Home Services, Inc. (or an affiliated entity) is no longer the part of Borrower to be performed and observedproperty manager, and (c) then promptly deliver to Agent Lender a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement Agreement, and while Sun Home Services, Inc. (but excluding any immaterial general correspondence and internal discussion drafts or an affiliated entity) is the Manager, then Manager shall be authorized to deliver such information to Lender on behalf of any such plansBorrower, reports or estimates); and (ive) promptly endeavor to enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Senior Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Senior Borrower to be performed or observed, then, without limiting AgentLender’s other rights or remedies under this Agreement or the other Loan Documents, but subject to Senior Lender’s rights under the Senior Loan Documents, and without waiving or releasing Borrower from any of its obligations Obligations hereunder or under the Management Agreement, Agent Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Senior Borrower to be performed or observed.

The Management Agreement. Borrower shall use commercially reasonable efforts to cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall (a) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (b) promptly notify Agent Lender of any notice to Borrower or Manager of any default that has occurred and is continuing beyond expiration of applicable cure periods by Borrower in the performance or observance of any material of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed, and (c) promptly deliver to Agent Lender a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates); and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default beyond expiration of applicable cure periods in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting AgentLender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Agent Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

The Management Agreement. Each Borrower shall use commercially reasonable efforts to cause the Manager of the Individual Property(ies) that it owns to manage the applicable Individual Property substantially in accordance with the its Management Agreement. Each Borrower shall (ai) diligently perform and observe all of the material terms, covenants and conditions of the its Management Agreement on the part of such Borrower to be performed and observed, (bii) promptly notify Agent Lender of any notice to such Borrower or Manager of any default by such Borrower in the performance or observance of any material of the terms, covenants or conditions of the its Management Agreement on the part of such Borrower to be performed and observed, and (ciii) upon request of Lender, promptly deliver to Agent Lender a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates); and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the each Management Agreement. If any Borrower shall default in the performance or observance of any material term, covenant or condition of the any Management Agreement on the part of such Borrower to be performed or observed, then, without limiting AgentLender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing such Borrower from any of its obligations hereunder or under the such Management Agreement, Agent upon five (5) Business Days’ prior notice to Borrowers, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the such Management Agreement on the part of the Borrower to be performed or observed.

The Management Agreement. Borrower shall use commercially reasonable efforts to cause the Manager of the Individual Properties to manage the applicable Individual Property substantially in accordance with the its Management Agreement. Borrower shall (ai) diligently perform and observe all of the material terms, covenants and conditions of the its Management Agreement on the part of Borrower to be performed and observed, (bii) promptly notify Agent Lender of any notice to Borrower or Manager of any default by Borrower in the performance or observance of any material of the terms, covenants or conditions of the its Management Agreement on the part of Borrower to be performed and observed, and (ciii) upon request of Lender, promptly deliver to Agent Lender a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates); and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the each Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the any Management Agreement on the part of Borrower to be performed or observed, then, without limiting AgentLender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the such Management Agreement, Agent upon five (5) Business Days’ prior notice to Borrower, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the such Management Agreement on the part of the Borrower to be performed or observed.