Control; Management Clause Samples

Control; Management. (1) Without the prior written consent of Lender in Lender's sole discretion, there shall be no Change in Control or change in the day-to-day control and management of Borrower, Borrower's Manager, the SRTCC Member or any other member or non member manager of Borrower or Borrower's Manager, and no change in their respective organizational documents relating to control over Borrower and/or the Project provided however in the event Guarantor is unable to serve as the manager of Borrower's Manager because of his death or disability then (a) either one of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇ may act as replacement manager of Borrower's Manager without Lender consent so long as Lender shall receive prompt written notice of such replacement within 20 days of such death or disability of Guarantor; together with evidence that such replacement manager is the duly authorized or elected and acting manager of Borrower's Manager and (b) an replacement of Borrower's Manager pursuant to Section 8.16 of the Borrower's Operating Agreement shall require the prior written approval of Lender. (2) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Property Management Agreement. Borrower may from time to time appoint a replacement Approved Property Manager to manage the applicable Property pursuant to an Approved Property Management Agreement, provided that (i) no Event of Default is continuing, (ii) Lender receives at least sixty (60) days’ prior written notice of same and (iii) such successor manager shall execute and deliver to Lender for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. The management fees payable to any Approved Property Manager shall not exceed management fees in excess of 5% of Operating Revenues. (3) Lender may terminate or require Borrower to terminate the engagement of the Property Manager and engage an Approved Property Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Property Management Agreement (i) during the continuance of an Event of Default, (ii) following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, (iii) during the continuance of a material default by the Approved Property Manager under the Approved Property Management Agreement (after the expiration of any applicable notice and/or cure periods), (iv) if a Bankruptcy occurs in respe...

Control; Management. Borrower shall not, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed): (i) execute the Property Management Agreement, (ii) upon execution of an approved Property Management Agreement, surrender, terminate or cancel the Property Management Agreement, or otherwise replace Property Manager, or enter into any other management agreement or leasing agreement with respect to the Property; (iii) reduce or consent to the reduction of the term of the Property Management Agreement; (iv) increase or consent to the increase of the amount of any charges under, or Borrower’s obligations under, the Property Management Agreement; or (v) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Property Management Agreement in any material respect. The Property Manager (and any successor that may be approved by Lender) shall hold and maintain all necessary licenses, certifications and permits required by Applicable Law. Borrower shall fully perform all of its covenants, agreements and obligations under the Property Management Agreement and shall cause the Property Manager to enter into a Subordination of Management Agreement upon execution of the Property Management Agreement. Without ▇▇▇▇▇▇’s prior approval, no management fee payable to a Property Manager which is an Affiliate of Borrower may exceed [three percent (3%)] of actual operating revenues.

Control; Management. Except as expressly permitted in Section 3.9 of the Mortgages, there shall be no change in the day-to-day control and management of Borrower or Borrower’s general partner or managing member without the prior written consent of Lender. Borrower shall not terminate, replace or appoint any property manager or terminate or amend the property management agreement for any Project without Lender’s prior written approval, which approval shall not be unreasonably withheld. Any change in ownership or control of the property manager shall be cause for Lender to re-approve such property manager and property management agreement. Each property manager shall hold and maintain all necessary licenses, certifications and permits required by law. Borrower shall fully perform all of its covenants, agreements and obligations under the property management agreements. The property management fee payable under each property management agreement shall not exceed six percent (6.0%) of gross revenues collected.

Control; Management. There shall be no change in any of the Managers under any of the Management Agreements or otherwise with respect to the Properties without the prior written consent of the Administrative Agent. No Borrower shall terminate, replace or appoint any property manager or terminate, cancel, or materially modify the Management Agreement or enter into any agreement relating to the management or operation of the Properties with Manager or any other Person without the Administrative Agent’s prior written reasonable approval; provided, so long as no Event of Default exists and Borrower provides written notice to the Administrative Agent, the Borrowers may, upon the expiration of the term of any Management Agreement, extend or renew said Management Agreement on substantially the same terms and conditions as the then existing Management Agreement and, with the Administrative Agent’s prior written approval, not to be unreasonably withheld, to make such revisions thereto as may be reasonably required for tax planning purposes of the Borrowers and/or the Borrower Parties. Each Borrower, upon the request of the Administrative Agent, shall terminate the Manager, without penalty or fee, if at any time during the Loans, (1) the Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, (2) the Manager is in default under the Management Agreement beyond any applicable notice and cure period or (3) there exists a monetary Event of Default or the Loans have been accelerated by the Administrative Agent, on behalf of the Lenders, following the occurrence of any Event of Default. At such time as the Manager may be so removed, a replacement manager and management agreement acceptable to the Administrative Agent shall assume management of the Properties and shall receive a property management fee not to exceed then current market rates. If at any time the Administrative Agent consents to the appointment of a new manager, such new manager and each Borrower shall, as a condition of the Administrative Agent’s consent, execute a Manager’s Consent and Subordination of Management Agreement in the form then used by the Administrative Agent. Each property manager shall be required to hold and maintain all necessary licenses, certifications and permits required by law. Each Borrower shall fully perform all of its covenants, agreements and obligations under the Management Agreement.

Control; Management. There shall be no change in the day-to-day control and management of Borrower or Borrower’s general partner or managing member without the prior written consent of Lender. Borrower shall not terminate, replace or appoint any manager or terminate or amend the management agreement for the Project without Lender’s prior written approval, which approval shall not be unreasonably withheld. Any change in ownership or control of the manager shall be cause for Lender to re-approve such manager and management agreement. Each manager shall hold and maintain all necessary licenses, certifications and permits required by law. Borrower shall fully perform all of its covenants, agreements and obligations under the management agreement. The property management fee payable under the management agreement shall not exceed three and one-half percent (3.5%) of rental collections; provided, however, that an additional asset management fee not to exceed two and one-half percent (2.5%) of rental collections may be paid so long as all Debt Service payments and all property management fees and expenses have been paid when due, and further provided that payment of any property management fee or asset management fee shall in all events be subordinate to the payment of the Loan, and no accrual or deferral of my asset management fee shall be permitted.

Control; Management. Without the prior written consent of Lender, there shall be no change in the day-to-day control and management of Borrower or Borrower’s general partner or managing member, and no change in their respective organizational documents relating to control over Borrower, Borrower’s general partner or managing member and/or any Project. Borrower shall not, nor shall Borrower permit any Subsidiary to, enter into, terminate, replace or appoint any property manager or terminate or amend the property management agreement in any material respect for any Project without Lender’s prior written approval. Any change in ownership or control of a property manager shall be cause for Lender to re-approve such property manager and its property management agreement. Each property manager shall hold and maintain all necessary licenses, certifications and permits required by law. Borrower shall fully perform all of its covenants, agreements and obligations under any property management agreement to which it is a party. Borrower shall cause each Subsidiary to fully perform all of its covenants, agreements and obligations under any property management agreement to which Subsidiary is a party. Notwithstanding anything to the contrary in this Section 8.3, changes in the individual officers and directors and managers of the REIT and its subsidiaries shall be permitted without the consent of Lender so long as such entities maintain their status as Qualified Managers.

Control; Management. Without the prior written consent of Lender, there shall be no change in the day-to-day control and management of Borrower or Borrower's general partner or managing member, and no change in their respective organizational documents relating to control over Borrower, Borrower's general partner or managing member and/or the Project. Borrower shall not terminate, replace or appoint any Manager or terminate or amend the Management Agreement without Lender's prior written approval, which shall not be unreasonably withheld. Any change in ownership or control of the Manager shall be cause for Lender to reapprove (in its reasonable discretion) such Manager and Management Agreement, provided that Borrower shall not be in breach of this requirement unless Borrower has failed to notify Lender of such change in ownership or control after Borrower obtains actual knowledge of such event. Each Manager shall hold and maintain all necessary licenses, certifications and permits required by law. Borrower shall fully perform all of its covenants, agreements and obligations under the Management Agreement.

Control; Management. There shall be no change in the officers or directors of the Company without the consent of the Buyer.

Control; Management. Except as permitted in Section 8.1, there shall be no Change in Control of any of the Borrowers or the Guarantor without the written consent of Agent. Each Borrower that, as Landlord, has entered into a Master Lease, shall not terminate or amend the applicable Master Lease in any material respect without Agent’s prior written approval, which approval may not be unreasonably withheld or conditioned. Borrowers and/or Operating Tenants, as applicable, shall hold and maintain all Primary Licenses.