Control; Management Clause Samples

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 in connection with a Property Transfer or an Equity Transfer as may be permitted by Section 9.1, there shall be no change of control of the day-to-day management of any Borrower Party without the prior written consent of Administrative Agent. No Property Guarantor shall terminate, replace or appoint any Manager or terminate or amend an existing Management Agreement or enter into a new Management Agreement without Administrative Agent’s prior written approval; provided, however, that (i) any Borrower Party may replace a Manager with a Qualifying Manager without Administrative Agent’s prior written approval and (ii) any Borrower Party may terminate without Administrative Agent’s prior written approval its Management Agreement if such Management Agreement is with an Affiliate of such Borrower Party. In such event, any Management Agreement entered into with such Qualifying Manager shall be subject to Administrative Agent’s prior written approval. Any change in ownership or control of the Manager shall be cause for Administrative Agent to re-approve such Manager and such Management Agreement. If at any time Administrative Agent consents to the appointment of a new Manager, as a condition of Administrative Agent’s consent (a) if such new Manager is a Person described in clause (b) or clause (c) of the definition of “Qualified Manager”, the applicable Property Guarantor and such Manager shall enter into a Management Agreement and such Property Guarantor shall deliver to Administrative Agent a fully executed Subordination of Management Agreement and (b) no Manager may receive as a management fee an amount in excess of three percent (3.0%) of Operating Revenues for the applicable Individual Property. For the avoidance of doubt, if any Property Guarantor enters into a new Management Agreement with a manager described in clause (b) or clause (c) of the definition of “Qualified Manager”, such Property Guarantor shall deliver to Administrative Agent a fully executed Subordination of Management Agreement. Each Manager shall hold and maintain all necessary licenses, certifications and permits required by law in order to properly discharge its obligations with respect to the applicable Property. Each Property Guarantor shall, in all material respects, fully perform all of its covenants, agreements and obligations under any Management Agreement.

Control; Management. Borrower and Operating Lessee shall remain under the Control of ARCSPE at all times while this Agreement is in effect. Operating Lessee shall not terminate, replace or appoint any manager or terminate or amend the management agreement for a Project without Lender's prior written approval. Operating Lessee shall fully perform all of its covenants, agreements and obligations under the management agreement. Operating Lessee, or an Affiliate of Operating Lessee, shall serve as manager of the Projects. If the manager is an Affiliate of Operating Lessee, such manager shall be entitled to receive a management fee of up to four percent (4%) of Operating Revenues pursuant to a management agreement approved by Lender, in Lender's sole and absolute discretion. No management fee shall be payable if Operating Lessee manages the Projects. If Operating Lessee seeks to replace the manager, Lender retains full and absolute approval right over such substitute manager, management fee and management agreement. Lender shall approve all managers and management contracts, both presently existing and prior to entering into such contracts in the future; in addition, all management fees payable under any management contract shall be subordinate to and be paid following full payment of all Debt Service payments on the Loan in each fiscal year. Any change in ownership or Control of the manager shall be cause for Lender to re-approve such manager and management contract. Operating Lessee shall hold and maintain all necessary licenses, certifications and permits required by law. Any manager of a Project, if not an Affiliate of Operating Lessee, shall enter a non-competition agreement to the effect that such manager will not acquire, construct, operate or manage any facility similar to the Projects (i.e., an independent living units facility or an assisted living facility) within a five-mile radius of any Project at any time while any portion of the Loan is outstanding. Operating Lessee shall strictly comply with the Management Standards set forth in Exhibit C attached hereto, and shall not enter into, modify, amend, or terminate any existing management agreement, except in accordance with the Management Standards and this Section 8.3.

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. Borrower shall not terminate, replace or appoint any Manager or terminate or materially amend any Management Agreement without Administrative Agent’s prior written approval, which approval shall not be unreasonably withheld, delayed or conditioned provided that no Event of Default then exists, provided, however, that Borrower shall be permitted to replace a Manager with a new Manager without Administrative Agent’s prior written consent, provided that (i) no Event of Default then exists, (ii) the new Manager is either ▇▇▇▇▇▇▇▇▇’▇, Inc. or its Affiliate or a Qualified Manager and (iii) the new Management Agreement is substantially similar in all material respects to the existing Management Agreements. In addition, with respect to any Manager which is ALX or its Affiliate, if such Manager shall no longer be an Affiliate of Borrower, the REIT or any Affiliate of the REIT, such change shall require Administrative Agent’s approval. If at any time Administrative Agent consents to the appointment of a new 4929-2661-3627 v.4 Manager or Administrative Agent’s consent thereto is not required as set forth above, Borrower shall, and shall cause such new Manager to, execute an Assignment of Management Agreement in substantially the form entered into as of the Original Closing Date, Borrower shall perform all of its covenants, agreements and obligations under the Management Agreements in all material respects. Nothing in this Agreement or the Loan Documents shall prohibit Borrower from retaining a leasing agent with respect to all or any portion of the Project.

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. Borrower shall not terminate, replace or appoint any manager or terminate or amend the Property Management Agreement for the Project without Administrative Agent’s prior written approval. Any change in ownership or control of the Property Manager shall be cause for Administrative Agent to re-approve such Property Manager and Property Management Agreement. If at any time Administrative Agent consents to the appointment of a new manager, such new manager and Borrower shall, as a condition of Administrative Agent’s consent, execute a Property Manager’s Consent and Subordination of Property Management Agreement in the form then used by Administrative Agent. 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 Property Management Agreement.

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