Common use of The Management Agreement Clause in Contracts

The Management Agreement. Borrower shall cause any Manager to manage the Property in accordance with the Management Agreement. Borrower shall (i) 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, (ii) promptly notify Lender of any notice to Borrower of any default by Borrower 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) if Manager is not an Affiliate of Borrower, 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 Borrower shall default in the performance or observance of any material term, covenant or condition of any 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.

The Management Agreement. Borrower shall cause any Manager to manage the Property in accordance with the Management Agreement. Borrower shall (ia) 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, (iib) promptly notify Lender of any notice to Borrower of any default by Borrower 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 (iiic) if Manager is not an Affiliate of Borrower, 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 Borrower shall default in the performance or observance of any material term, covenant or condition of any 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.

The Management Agreement. Each Borrower shall (i) cause any Manager to manage the applicable Individual Property in accordance with the applicable Management Agreement. Borrower shall , (iii) 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, (iiiii) promptly notify Lender of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of under the Management Agreement on the part of Borrower to be performed and observedwhich it is aware, and (iiiiv) if Manager is not an Affiliate of Borrower, 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 (v) promptly enforce the performance and observance in all material respects of all of the 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 any the Management Agreement on the part of such Borrower to be performed or observed, then, without limiting Lender’s '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, 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 hereby agrees that (i) the fee paid to Manager in compensation for Manager’s services conducted in connection with the property management of the Properties shall not exceed three percent (3.0%) of Gross Revenue and (ii) the fee paid to Manager in compensation for Manager’s services conducted in connection with the asset management of the Properties shall not exceed four percent (4.0%) of Gross Revenue. Borrower shall (a) cause any Manager to manage the Property Properties in accordance with the Management Agreement. Borrower shall , (ib) 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, (iic) promptly notify Lender of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of under the Management Agreement on the part of Borrower to be performed and observedwhich it is aware, and (iiid) if Manager is not an Affiliate of Borrower, 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 (e) promptly enforce the performance and observance of all of the 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 any 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 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.

The Management Agreement. Borrower shall cause any Manager to manage the Property in accordance with the Management Agreement. Borrower shall (i) 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, (ii) promptly notify Lender of any notice to Borrower of any default by Borrower 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) if Manager is not an Affiliate of Borrower, 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 Borrower shall default defaults in the performance or observance of any material term, covenant or condition of any 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, the Environmental Indemnity or the Guaranty, if any, 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.

The Management Agreement. Borrower shall cause any the Manager of the Individual Property to manage the Individual Property substantially in accordance with the its Management Agreement. Borrower shall (i) 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, (ii) promptly notify Lender of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the its Management Agreement on the part of Borrower to be performed and observed, and (iii) if Manager is not an Affiliate upon request of BorrowerLender, promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the each Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of any 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 such Management Agreement, 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 shall cause any Manager to manage the Property in accordance in all material respects with the Management Agreement. Borrower shall (i) 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, (ii) promptly notify Lender of any written notice to Borrower of any default by Borrower 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) if Manager is not an Affiliate of Borrower, 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 (without duplication of any statements, plans or reports required to be delivered to Lender by Borrower pursuant to the other terms of this Agreement). If Borrower shall default in the performance or observance of any material term, covenant or condition of any 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 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. Borrower shall cause any Manager to manage the Property in accordance with the Management Agreement. Borrower shall (i) 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, (ii) promptly notify Lender of any notice to Borrower of any default by Borrower 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) if Manager is not an Affiliate of Borrower, 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 Borrower shall default in the performance or observance of any material term, covenant or condition of any 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 material- terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

The Management Agreement. Borrower shall cause any Manager to manage the Property in accordance with the Management Agreement. Borrower shall (i) 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, (ii) promptly notify Lender of any notice to Borrower of any default by Borrower 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) if Manager is not an Affiliate of Borrower, promptly deliver to Lender upon request, a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of any 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 DocumentsDocuments or the Environmental Indemnity or the Guaranty, 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.

The Management Agreement. Borrower shall cause any Manager to manage the Property in accordance with the Management Agreement. Borrower shall (i) 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, (ii) promptly notify Lender of any notice to Borrower of any default by Borrower 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) if Manager is not an Affiliate of Borrower, promptly deliver to Lender a copy of each financial statement, business -41- plan, capital expenditures plan, report and estimate received by it under the Management Agreement. If Borrower shall default defaults in the performance or observance of any material term, covenant or condition of any 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, the Environmental Indemnity or the Guaranty, if any, 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.

The Management Agreement. Each Property Borrower shall cause any Manager to manage the Property Mezzanine Properties in accordance in all material respects with the Management Agreement. Each Property Borrower shall (i) 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 Property Borrower to be performed and observed, observed (ii) promptly notify Lender of any default by Manager under the provisions of the Management Agreement and (iii) promptly notify Lender of any notice to any Property Borrower of any default by such Property Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of such Property Borrower to be performed and observed, and (iii) if Manager is not an Affiliate of Borrower, 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 any Property Borrower shall default in the performance or observance of any material term, covenant or condition of any the Management Agreement on the part of such Property Borrower to be performed or observed, then, without limiting Lender’s 's other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing any Property 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 any Property Borrower to be performed or observed. Each Equity Borrower shall cause the related Mortgage Borrowers to comply with terms and provisions of Article VII of the Mortgage Loan Agreement.