Common use of The Management Agreement Clause in Contracts

The Management Agreement. At all times during the term of the Loan, the Properties shall be managed by ARC Management Services, Inc. or another manager approved by Lender in its sole and absolute discretion ("PROPERTY MANAGER") pursuant to the Management Agreement. Borrower shall (i) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed and (ii) promptly notify Lender of any notice to Borrower of any default by Borrower beyond any applicable cure period in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed. 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 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, 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. Without the prior written consent of Lender, Borrower shall not (a) consent to the assignment by Property Manager of its interest under the Management Agreement, (b) terminate, modify, change, supplement, alter or amend the Management Agreement, (c) change, replace or terminate Property Manager as the manager of the Properties or (d) enter into a new management agreement with respect to the Properties. Notwithstanding the foregoing, in the event GMAC or a Qualified Transferee shall become the managing member of ARC, Borrower may replace ARC Management Services, Inc. with a Qualified Manager pursuant to a Management Agreement approved by Lender and provided that such Qualified Manager shall execute and deliver to Lender an Assignment of Management Agreement and Subordination of Management Fee in substantially the form delivered to Lender on the Closing Date with such changes as shall be reasonably approved by Lender.

The Management Agreement. At (a) Borrower represents, warrants and covenants to Lender that, as of the date hereof, (i) the Property is managed by Borrower and no other Person, (ii) there exists no management or other agreement pursuant to which the Property or any portion thereof is managed, and (iii) any individuals engaged in the management of the Property are (and at all times during the term of the Loan, the Properties which Borrower shall be the Manager shall continue to be) the direct employees or consultants of an Affiliate of Borrower and are directly compensated for their services by Borrower. (b) Borrower shall cause the Property to be managed by ARC in accordance with any Management ServicesAgreement; provided, Inc. or another manager approved by Lender that, at all times during which Borrower shall be the Manager, Borrower shall manage the Property in its sole and absolute discretion ("PROPERTY MANAGER") pursuant a manner consistent with other prudent owners of real estate similar to the Management Property and in accordance with the terms and provisions of this Agreement. Borrower shall (i) diligently perform and observe all of the terms, covenants and conditions of the any Management Agreement on the part of Borrower to be performed and observed and observed, (ii) promptly notify Lender of any notice to Borrower of any default by Borrower beyond any applicable cure period in the performance or observance of any of the terms, covenants or conditions of the any Management Agreement on the part of Borrower to be performed and observed, and (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under any Management Agreement as it relates to the Property. 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 observedobserved (beyond the expiration of any applicable notice and/or grace periods), then, without limiting Lender's ’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, 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 Borrower to be performed or observed. Without the prior written consent of Lender, Borrower shall not (a) consent to the assignment by Property Manager of its interest under the Management Agreement, (b) terminate, modify, change, supplement, alter or amend the Management Agreement, (c) change, replace or terminate Property Manager as the manager of the Properties or (d) enter into a new management agreement with respect to the Properties. Notwithstanding the foregoing, in the event GMAC or a Qualified Transferee shall become the managing member of ARC, Borrower may replace ARC Management Services, Inc. with a Qualified Manager pursuant to a Management Agreement approved by Lender and provided that such Qualified Manager shall execute and deliver to Lender an Assignment of Management Agreement and Subordination of Management Fee in substantially the form delivered to Lender on the Closing Date with such changes as shall be reasonably approved by Lender.

The Management Agreement. At all times during Borrower shall not enter into any agreement relating to the term management or operation of the LoanProperty without the express consent of Agent, which consent shall not be unreasonably withheld, provided that such consent may be conditioned upon the Properties manager under such agreement and Borrower executing a subordination of management fees substantially in the form annexed hereto as SCHEDULE XXXI. From and after such time as Borrower shall be managed by ARC have entered into a Management ServicesAgreement, Inc. or another manager approved by Lender Borrower shall exercise Borrower's rights under the Management Agreement against Manager so that Manager manages the Property in its sole and absolute discretion ("PROPERTY MANAGER") pursuant to accordance with the Management Agreement. Borrower shall (i) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed and observed, (ii) promptly notify Lender Agent of any notice to Borrower of any default by Borrower beyond any applicable cure period in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and (iii) promptly notify Agent of any default by Manager in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Manager to be performed and observed. 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 LenderAgent's other rights or remedies under this Agreement or the other Building Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Lender 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. Without The provisions of this Section 7.1 shall no longer be applicable in respect of the prior written consent Residential Component from and after the occurrence of Lenderany Condominium Conversion, provided that Borrower agrees that after any such Condominium Conversion for so long as Borrower owns any Residential Units, Borrower shall not (a) consent vote to enter into any agreement relating to the assignment by Property Manager of its interest under the Management Agreement, (b) terminate, modify, change, supplement, alter management or amend the Management Agreement, (c) change, replace or terminate Property Manager as the manager operation of the Properties or (d) enter into a new management agreement with respect to Residential Component without the Properties. Notwithstanding the foregoingexpress consent of Agent, in the event GMAC or a Qualified Transferee which consent shall become the managing member of ARC, Borrower may replace ARC Management Services, Inc. with a Qualified Manager pursuant to a Management Agreement approved by Lender and provided that such Qualified Manager shall execute and deliver to Lender an Assignment of Management Agreement and Subordination of Management Fee in substantially the form delivered to Lender on the Closing Date with such changes as shall not be reasonably approved by Lenderunreasonably withheld.

The Management Agreement. At all times during Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to cause Manager to manage the term of the Loan, the Properties shall be managed by ARC Management Services, Inc. or another manager approved by Lender Property in its sole and absolute discretion ("PROPERTY MANAGER") pursuant to accordance with the Management Agreement. Borrower shall cause Mortgage Borrower to (ia) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Mortgage Borrower to be performed and observed and observed, (iib) promptly notify Lender Agent of any notice to Borrower, Mortgage Borrower or Manager of any default by Mortgage Borrower beyond any applicable cure period in the performance or observance of any of the material terms, covenants or conditions of the Management Agreement on the part of Mortgage 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 cause Mortgage Borrower 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 Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Mortgage Borrower to be performed or observed, then, subject to any actions of the Mortgage Lenders or Mortgage Agent on behalf of Mortgage Lenders with respect to its rights under the Mortgage Loan Agreement, without limiting Lender's 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, Lender 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. Without the prior written consent of Lender, Borrower shall not (a) consent to the assignment by Property Manager of its interest under the Management Agreement, (b) terminate, modify, change, supplement, alter or amend the Management Agreement, (c) change, replace or terminate Property Manager as the manager of the Properties or (d) enter into a new management agreement with respect to the Properties. Notwithstanding the foregoing, in the event GMAC or a Qualified Transferee shall become the managing member of ARC, Borrower may replace ARC Management Services, Inc. with a Qualified Manager pursuant to a Management Agreement approved by Lender and provided that such Qualified Manager shall execute and deliver to Lender an Assignment of Management Agreement and Subordination of Management Fee in substantially the form delivered to Lender on the Closing Date with such changes as shall be reasonably approved by Lender.

The Management Agreement. At all times during Borrower shall cause Mortgage Borrower to cause Manager to manage the term of the Loan, the Properties shall be managed by ARC Management Services, Inc. or another manager approved by Lender Property in its sole and absolute discretion ("PROPERTY MANAGER") pursuant to accordance with the Management Agreement. Borrower shall cause Mortgage Borrower to (ia) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Mortgage Borrower to be performed and observed and observed, (iib) promptly notify Lender of any notice to Mortgage Borrower of any default by Mortgage Borrower beyond any applicable cure period in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Mortgage Borrower to be performed and observed, and (c) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement. If Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Mortgage Borrower to be performed or observed, then, subject to Mortgage Lender’s rights under the Mortgage Loan Agreement, without limiting Lender's ’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 Agreementhereunder, Lender Borrower shall have the rightcause Mortgage Borrower to permit Lender, but shall be under no obligationat Lender’s sole option, 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 Mortgage Borrower to be performed or observed. Without the prior written consent of Lender, Borrower shall not (a) consent to the assignment by Property Manager of its interest under the Management Agreement, (b) terminate, modify, change, supplement, alter or amend the Management Agreement, (c) change, replace or terminate Property Manager as the manager of the Properties or (d) enter into a new management agreement with respect to the Properties. Notwithstanding the foregoing, in the event GMAC or a Qualified Transferee shall become the managing member of ARC, Borrower may replace ARC Management Services, Inc. with a Qualified Manager pursuant to a Management Agreement approved by Lender and provided that such Qualified Manager Lender shall execute and deliver have no obligation to Lender an Assignment of Management Agreement and Subordination of Management Fee in substantially the form delivered to Lender on the Closing Date with such changes as shall be reasonably approved by Lenderdo so.

The Management Agreement. At all times during (a) Borrower and TRS Entity shall cause Manager to manage and operate the term of the Loan, the Properties shall be managed by ARC Management Services, Inc. or another manager approved by Lender Property in its sole and absolute discretion ("PROPERTY MANAGER") pursuant to accordance with the Management Agreement. Borrower and TRS Entity shall comply with the terms of any PIP. Borrower and TRS Entity shall (i) diligently perform perform, enforce and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower or TRS Entity, as applicable, to be performed performed, enforced and observed and to the end that all things shall be done which are reasonably necessary to keep unimpaired the rights of Borrower or TRS Entity under the Management Agreement, (ii) promptly notify Lender of any written notice to Borrower or TRS Entity of any default by Borrower beyond any applicable cure period or TRS Entity in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower or TRS Entity to be performed and observed. observed and deliver to Lender a true copy of each such notice, (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement and (iv) pay or cause to be paid all sums required to be paid by Borrower or the TRS Entity under the Management Agreement. (b) If Borrower or TRS Entity shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower or TRS Entity to be performed or observed, then, without limiting Lender's ’s other rights or remedies under this Agreement or the other Loan DocumentsDocuments or the Environmental Indemnity or the Guaranty, and without waiving or releasing Borrower or TRS Entity from any of its obligations hereunder or under the Management Agreement, Lender shall have the rightright if such default is not cured within ten (10) days prior to the expiration of any cure period, 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 or TRS Entity to be performed or observed. Without Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the Property from time to time at reasonable times and upon reasonable prior written consent notice to Borrower, TRS Entity and Manager for the purpose of Lender, taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower shall not (a) consent to the assignment by Property Manager or TRS Entity of its interest default under the Management Agreement, (bsuch notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Upon the occurrence and during the continuance of an Event of Default, any out-of-pocket costs expended by Lender pursuant to this Section 7.1(b) terminateshall be deemed to constitute a portion of the Debt, modify, change, supplement, alter or amend shall be secured by the Management Agreement, lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor. (c) changeBorrower and TRS Entity shall, replace or terminate Property from time to time, use commercially reasonable efforts to obtain from Manager as the manager such certificates of the Properties or (d) enter into a new management agreement estoppel with respect to compliance by Borrower or TRS Entity with the Properties. Notwithstanding terms of the foregoingManagement Agreement as may be reasonably requested by Lender; provided, in the event GMAC or a Qualified Transferee shall become the managing member however, so long as no Event of ARCDefault has occurred and is continuing, Borrower may replace ARC Management Services, Inc. with a Qualified Manager pursuant shall not be required to a Management Agreement approved by pay or reimburse Lender and provided that for Lender’s costs of obtaining such Qualified Manager shall execute and deliver to Lender an Assignment of Management Agreement and Subordination of Management Fee in substantially the form delivered to Lender on the Closing Date with such changes as shall be reasonably approved by Lendercertificates.

The Management Agreement. At all times during Borrower shall cause Mortgage Borrower to cause Manager to manage the term of the Loan, the Properties shall be managed by ARC Management Services, Inc. or another manager approved by Lender Property in its sole and absolute discretion ("PROPERTY MANAGER") pursuant to accordance with the Management Agreement. Borrower shall cause Mortgage Borrower to (ia) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Mortgage Borrower to be performed and observed and observed, (iib) promptly notify Lender of any notice to Mortgage Borrower of any default by Mortgage Borrower beyond any applicable cure period in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Mortgage Borrower to be performed and observed, and (c) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement. If Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Mortgage Borrower to be performed or observed, then, subject to Mortgage Lender’s or Mezzanine A Lender’s rights under the Mortgage Loan Agreement or Mezzanine A Loan Agreement, as applicable, without limiting Lender's ’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 Agreementhereunder, Lender Borrower shall have the rightcause Mortgage Borrower to permit Lender, but shall be under no obligationat Lender’s sole option, 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 Mortgage Borrower to be performed or observed. Without the prior written consent of Lender, Borrower shall not (a) consent to the assignment by Property Manager of its interest under the Management Agreement, (b) terminate, modify, change, supplement, alter or amend the Management Agreement, (c) change, replace or terminate Property Manager as the manager of the Properties or (d) enter into a new management agreement with respect to the Properties. Notwithstanding the foregoing, in the event GMAC or a Qualified Transferee shall become the managing member of ARC, Borrower may replace ARC Management Services, Inc. with a Qualified Manager pursuant to a Management Agreement approved by Lender and provided that such Qualified Manager Lender shall execute and deliver have no obligation to Lender an Assignment of Management Agreement and Subordination of Management Fee in substantially the form delivered to Lender on the Closing Date with such changes as shall be reasonably approved by Lenderdo so.