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 use commercially reasonable diligent efforts to cause Manager to manage the Property in all material respects 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 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 defaults 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, 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, Agent Lender shall have the rightright upon prior written notice to Borrower and Borrower failing to cure such default, 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.