Common use of Control; Management Clause in Contracts

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 respect of the Approved Property Manager or (v) if the Approved Property Manager engages in gross negligence, willful misconduct, fraud or misappropriation of funds in respect of the Project or its duties with respect thereto and the Borrower has failed to replace the Approved Property Manager in accordance with this Agreement within 30 days of any finding of gross negligence, willful misconduct, fraud or misappropriation of funds. (4) Without limitation of the foregoing, if the Approved Property Management Agreement is terminated pursuant to the Subordination of Property Management Agreement, ceases to be in full force or effect or is for any other reason no longer in effect, then Lender may require Borrower to engage, in accordance with the terms and conditions set forth herein and in the Subordination of Property Management Agreement, a new Approved Property Manager to manage the Property, which such new Approved Property Manager shall be engaged pursuant to an Approved Property Management Agreement. (5) Notwithstanding that the Property will be managed by an Approved Property Manager, Borrower shall ensure that the Property is managed in a commercially reasonable manner and that its obligations as the lessor under all Leases are performed. Borrower shall enforce, in a commercially reasonable manner, the obligations of the tenants under such Leases.

Control; Management. (1) Without the prior written consent of Lender Except in Lender's sole discretionconnection with a Property Transfer or an Equity Transfer as may be permitted by Section 9.1, there shall be no Change in Control or change in of control of the day-to-day control and management of any Borrower without the prior written consent of Administrative Agent. No Borrower 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 may replace a Manager with a Qualifying Manager without Administrative Agent’s prior written approval and (ii) any Borrower may terminate without Administrative Agent’s prior written approval its Management Agreement if such Management Agreement is with an Affiliate of such Borrower. In such event, Borrower's 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, the SRTCC Member or any other member or non member manager as a condition 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 Administrative Agent’s consent (a) either one if such new Manager is a Person described in clause (b) or clause (c) of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇ may act as replacement manager the definition of Borrower's “Qualified Manager”, the applicable Borrower and such Manager without Lender consent so long as Lender shall receive prompt written notice enter into a Management Agreement and such Borrower shall deliver to Administrative Agent a fully executed Subordination 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 Management Agreement and (b) no Manager may receive as a management fee an replacement amount in excess of Borrower's Manager pursuant to Section 8.16 three percent (3.0%) of Operating Revenues for the applicable Individual Property. For the avoidance of doubt, if any Borrower enters into a new Management Agreement with a manager described in clause (b) or clause (c) of the Borrower's Operating Agreement definition of “Qualified Manager”, such Borrower shall require the prior written approval deliver to Administrative Agent a fully executed Subordination 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 Each Manager shall hold and maintain all necessary licenses, certifications and permits required by law in order to time appoint a replacement Approved Property Manager properly discharge its obligations with respect 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 LenderProperty. 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 Each 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 respect of the Approved Property Manager or (v) if the Approved Property Manager engages in gross negligence, willful misconduct, fraud or misappropriation of funds in respect of the Project or its duties with respect thereto and the Borrower has failed to replace the Approved Property Manager in accordance with this Agreement within 30 days of any finding of gross negligence, willful misconduct, fraud or misappropriation of funds. (4) Without limitation of the foregoing, if the Approved Property Management Agreement is terminated pursuant to the Subordination of Property Management Agreement, ceases to be in full force or effect or is for any other reason no longer in effect, then Lender may require Borrower to engageshall, in accordance with the terms all material respects, fully perform all of its covenants, agreements and conditions set forth herein and in the Subordination of Property Management Agreement, a new Approved Property Manager to manage the Property, which such new Approved Property Manager shall be engaged pursuant to an Approved Property obligations under any Management Agreement. (5) Notwithstanding that the Property will be managed by an Approved Property Manager, Borrower shall ensure that the Property is managed in a commercially reasonable manner and that its obligations as the lessor under all Leases are performed. Borrower shall enforce, in a commercially reasonable manner, the obligations of the tenants under such Leases.

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 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 any replacement of Borrower's Manager pursuant to Section 8.16 the terms 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 respect of the Approved Property Manager or (v) if the Approved Property Manager engages in gross negligence, willful misconduct, fraud or misappropriation of funds in respect of the Project or its duties with respect thereto and the Borrower has failed to replace the Approved Property Manager in accordance with this Agreement within 30 days of any finding of gross negligence, willful misconduct, fraud or misappropriation of funds. (4) Without limitation of the foregoing, if the Approved Property Management Agreement is terminated pursuant to the Subordination of Property Management Agreement, ceases to be in full force or effect or is for any other reason no longer in effect, then Lender may require Borrower to engage, in accordance with the terms and conditions set forth herein and in the Subordination of Property Management Agreement, a new Approved Property Manager to manage the Property, which such new Approved Property Manager shall be engaged pursuant to an Approved Property Management Agreement. (5) Notwithstanding that the Property will be managed by an Approved Property Manager, Borrower shall ensure that the Property is managed in a commercially reasonable manner and that its obligations as the lessor under all Leases are performed. Borrower shall enforce, in a commercially reasonable manner, the obligations of the tenants under such Leases.

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 ▇L▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or ▇W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇ 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 respect of the Approved Property Manager or (v) if the Approved Property Manager engages in gross negligence, willful misconduct, fraud or misappropriation of funds in respect of the Project or its duties with respect thereto and the Borrower has failed to replace the Approved Property Manager in accordance with this Agreement within 30 days of any finding of gross negligence, willful misconduct, fraud or misappropriation of funds. (4) Without limitation of the foregoing, if the Approved Property Management Agreement is terminated pursuant to the Subordination of Property Management Agreement, ceases to be in full force or effect or is for any other reason no longer in effect, then Lender may require Borrower to engage, in accordance with the terms and conditions set forth herein and in the Subordination of Property Management Agreement, a new Approved Property Manager to manage the Property, which such new Approved Property Manager shall be engaged pursuant to an Approved Property Management Agreement. (5) Notwithstanding that the Property will be managed by an Approved Property Manager, Borrower shall ensure that the Property is managed in a commercially reasonable manner and that its obligations as the lessor under all Leases are performed. Borrower shall enforce, in a commercially reasonable manner, the obligations of the tenants under such Leases.

Control; Management. (1) Without the prior written consent of Lender in Lender's sole discretion, there Borrower 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 cause the Project provided however to be managed by a Qualified Manager engaged by Borrower and reasonably approved by Administrative Agent or another property manager engaged by the Borrower and acceptable to Administrative Agent in the event Guarantor is unable to serve as the manager its sole and absolute discretion. Administrative Agent hereby approves of Borrower's Manager because of his death or disability then (a) either one of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇Properties, L.P. as the Manager and the Management Agreement dated as of the Closing Date. ▇▇▇▇▇▇▇▇▇ ▇▇ may act as replacement manager of Borrower's The Manager without Lender consent so long as Lender shall receive prompt written notice manage the Project pursuant to a management agreement approved by Administrative Agent in its reasonable discretion, and no Manager shall be engaged prior to approval of such replacement within 20 days management agreement. The Manager shall be entitled to receive a management fee of such death or disability not more than three percent (3%) of Guarantor; together total Operating Revenues. The Manager shall deliver an executed Subordination of Management Agreement, which shall provide, among other things, that the Management Agreement is subordinate to Administrative Agent’s lien arising under the Mortgage and all of Administrative Agent’s rights with evidence respect to the Project and the Loan Documents and that such replacement Administrative Agent may terminate and replace the Manager with an independent third-party property manager if: (a) an Event of Default has occurred and is the duly authorized or elected and acting manager of Borrower's Manager and continuing, (b) an replacement the Manager is in default of Borrower's its obligations under the Management Agreement and such default has not been cured within the applicable cure periods set forth therein, or (c) the Manager pursuant to Section 8.16 becomes insolvent or the subject of any bankruptcy proceeding. Any change in ownership or Control of the Borrower's Operating Manager shall be cause for Administrative Agent to re-approve such Manager and Management Agreement, such approval not to be unreasonably withheld, conditioned or delayed. 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 Subordination of Management Agreement. Each manager shall hold and maintain all necessary licenses, certifications and permits required by law. Prior to the execution and delivery to Administrative Agent of any Subordination of Management Agreement, Borrower shall deliver such authorizations or resolutions and incumbency certificates of Manager and opinions relating to such Subordination of Management Agreement shall require the prior written approval of Lenderas reasonably requested by Administrative Agent. (2) The Property Borrower shall deliver to the Administrative Agent, as and when executed, certified copies of all material maintenance, management, service, leasing and sales contracts entered into with respect to the Project, each of which shall be managed entered into with a party, and on terms and conditions, reasonably acceptable to the Administrative Agent, and contemporaneously with entering into each material contract, at all times by an Approved Property Manager the Administrative Agent’s option, request the service provider under each such contract to deliver to the Administrative Agent a Consent and Agreement or “will-serve” letter, on a form reasonably acceptable to the Administrative Agent, pursuant to an Approved Property Management Agreement. Borrower may from time which such service provider shall undertake, inter alia, to time appoint a replacement Approved Property Manager to manage continue performance on behalf of the applicable Property pursuant to an Approved Property Management Agreement, provided that (i) no Lenders following any Event of Default is continuing, without additional cost (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 other than sums owed pursuant to an Approved Property Management Agreement (i) during such contract for services thereafter rendered to or for the continuance of an Event of Default, (ii) following any foreclosure, conveyance in lieu of foreclosure Administrative Agent 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 periodsLenders at its or their request), (iv) if a Bankruptcy occurs in respect of the Approved Property Manager or (v) if the Approved Property Manager engages in gross negligence, willful misconduct, fraud or misappropriation of funds in respect of the Project or its duties with respect thereto and the Borrower has failed to replace the Approved Property Manager in accordance with this Agreement within 30 days of any finding of gross negligence, willful misconduct, fraud or misappropriation of funds. (4) Without limitation of the foregoing, if the Approved Property Management Agreement is terminated pursuant to the Subordination of Property Management Agreement, ceases to be in full force or effect or is for any other reason no longer in effect, then Lender may require Borrower to engage, in accordance with the terms and conditions set forth herein and in the Subordination of Property Management Agreement, a new Approved Property Manager to manage the Property, which such new Approved Property Manager shall be engaged pursuant to an Approved Property Management Agreement. (5) Notwithstanding that the Property will be managed by an Approved Property Manager, Borrower shall ensure that the Property is managed in a commercially reasonable manner and that its obligations as the lessor under all Leases are performed. Borrower shall enforce, in a commercially reasonable manner, the obligations of the tenants under such Leases.

Control; Management. (1) Without the prior written consent of Lender Except in Lender's sole discretionconnection with a Property Transfer or an Equity Transfer as may be permitted by Section 9.1, there shall be no Change in Control or change in of control of the day-to-day control and management of Borrowerany Borrower Party without the prior written consent of Administrative Agent. No Property Guarantor shall terminate, Borrower's 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, the SRTCC Member or any other member or non member manager as a condition 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 Administrative Agent’s consent (a) either one if such new Manager is a Person described in clause (b) or clause (c) of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇ may act as replacement manager the definition of Borrower's “Qualified Manager”, the applicable Property Guarantor and such Manager without Lender consent so long as Lender shall receive prompt written notice enter into a Management Agreement and such Property Guarantor shall deliver to Administrative Agent a fully executed Subordination 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 Management Agreement and (b) no Manager may receive as a management fee an replacement amount in excess of Borrower's Manager pursuant to Section 8.16 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 Borrower's Operating Agreement definition of “Qualified Manager”, such Property Guarantor shall require the prior written approval deliver to Administrative Agent a fully executed Subordination 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 Each Manager shall hold and maintain all necessary licenses, certifications and permits required by law in order to time appoint a replacement Approved Property Manager properly discharge its obligations with respect to manage the applicable Property. Each 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 respect of the Approved Property Manager or (v) if the Approved Property Manager engages in gross negligence, willful misconduct, fraud or misappropriation of funds in respect of the Project or its duties with respect thereto and the Borrower has failed to replace the Approved Property Manager in accordance with this Agreement within 30 days of any finding of gross negligence, willful misconduct, fraud or misappropriation of funds. (4) Without limitation of the foregoing, if the Approved Property Management Agreement is terminated pursuant to the Subordination of Property Management Agreement, ceases to be in full force or effect or is for any other reason no longer in effect, then Lender may require Borrower to engageGuarantor shall, in accordance with the terms all material respects, fully perform all of its covenants, agreements and conditions set forth herein and in the Subordination of Property Management Agreement, a new Approved Property Manager to manage the Property, which such new Approved Property Manager shall be engaged pursuant to an Approved Property obligations under any Management Agreement. (5) Notwithstanding that the Property will be managed by an Approved Property Manager, Borrower shall ensure that the Property is managed in a commercially reasonable manner and that its obligations as the lessor under all Leases are performed. Borrower shall enforce, in a commercially reasonable manner, the obligations of the tenants under such Leases.

Control; Management. (1) Without 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 consent approval. Operating Lessee shall fully perform all of Lender 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, there . No management fee shall be no Change in Control or change 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 day-to-day control and management of Borrowerfuture; in addition, 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 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 Approved Property Manager 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 exceed enter into, modify, amend, or terminate any existing 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 Defaultagreement, (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 respect of the Approved Property Manager or (v) if the Approved Property Manager engages in gross negligence, willful misconduct, fraud or misappropriation of funds in respect of the Project or its duties with respect thereto and the Borrower has failed to replace the Approved Property Manager in accordance with this Agreement within 30 days of any finding of gross negligence, willful misconduct, fraud or misappropriation of funds. (4) Without limitation of the foregoing, if the Approved Property Management Agreement is terminated pursuant to the Subordination of Property Management Agreement, ceases to be in full force or effect or is for any other reason no longer in effect, then Lender may require Borrower to engage, except in accordance with the terms Management Standards and conditions set forth herein and in the Subordination of Property Management Agreement, a new Approved Property Manager to manage the Property, which such new Approved Property Manager shall be engaged pursuant to an Approved Property Management Agreementthis Section 8.3. (5) Notwithstanding that the Property will be managed by an Approved Property Manager, Borrower shall ensure that the Property is managed in a commercially reasonable manner and that its obligations as the lessor under all Leases are performed. Borrower shall enforce, in a commercially reasonable manner, the obligations of the tenants under such Leases.