Common use of Control; Management Clause in Contracts

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. There shall be no change in the day-to-day Control and management of any Borrower or Borrower Party without the prior written consent of the Administrative Agent; provided, however, that a change in the day-to-day control and Operating Lessee management of any Borrower, BPE or either P&V Owner shall remain under not be deemed to have occurred hereunder if and for so long as BPPI has direct or indirect Control over the Control of ARCSPE at all times while this Agreement is in effectBorrowers, BPE and the P&V Owners. Operating Lessee The Borrowers shall not terminate, replace or appoint any manager Manager or terminate or amend any Management Agreement for the management agreement for a Project Projects without Lenderthe Administrative Agent's prior written approval. Operating Lessee approval which approval shall fully perform all of its covenantsnot be unreasonably, agreements and obligations under the management agreement. Operating Lesseewithheld, delayed 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 yearconditioned. Any change in ownership or Control of the manager Manager shall be cause for Lender the Administrative Agent to re-approve such Manager and Management Agreement. If at any time the Administrative Agent consents to the appointment of a new manager, such new manager and management contractthe applicable Borrower shall, as a condition of the Administrative Agent's consent, execute a Property Manager's Consent and Subordination of Management Agreement in the form then used by the Administrative Agent. Operating Lessee Each Manager shall hold and maintain all necessary licenses, certifications and permits required by law. Any manager The Borrowers shall fully perform all of a Projectits covenants, if not an Affiliate agreements and obligations under each Management Agreement. The Borrowers shall: (1) cause each Manager to perform in all material respects all of Operating Lesseeits covenants, shall enter a non-competition agreement agreements and obligations under the applicable Management Agreements; (2) give prompt notice to the effect Administrative Agent of any material notice of default under any Management Agreement by Manager when received or delivered by Manager in connection with or otherwise affecting a Project together with a complete copy of any such notice; (3) not terminate or materially modify, alter or amend the terms of any Management Agreement in connection with or otherwise affecting a Project without the prior written consent of the Administrative Agent or as expressly permitted hereunder; (4) not take any action that such manager will not acquire, construct, operate or manage any facility similar is in contravention of the Manager Subordination Agreement and Assignment of Contracts as it relates to the Projects Management Agreement; and (i.e., an independent living units facility 5) appear in and defend any action growing out of or an assisted living facility) within a five-mile radius of in any Project at manner connected with 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 8.3Agreement.

Control; Management. Borrower and Operating Lessee shall remain under the Control control of ARCSPE ARC at all times while this Agreement is in effect. Operating Lessee Borrower 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 Borrower shall fully perform all of its covenants, agreements and obligations under the management agreement. Operating LesseeBorrower, or an Affiliate of Operating LesseeAffiliate, shall serve as manager of the Projects. If the manager is an Affiliate of Operating LesseeBorrower, such manager shall be entitled to receive a management fee of up to four three percent (43%) 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 Borrower manages the Projects. If Operating Lessee Borrower 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 control of the manager shall be cause for Lender to re-approve such manager and management contract. Operating Lessee Each manager shall hold and maintain all necessary licenses, certifications and permits required by law. Any manager of a Project, and, if not an Affiliate of Operating LesseeBorrower, 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 five5-mile radius of any Project at any time while any portion of the Loan is outstanding. Operating Lessee Borrower shall strictly comply with the Management Standards set forth in Exhibit C B 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 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 and Operating Lessee without the prior written consent of Administrative Agent. No Borrower 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 Manager or terminate or amend the management agreement for an existing Management Agreement or enter into a Project new Management Agreement without Lender's Administrative Agent’s prior written approval. Operating Lessee shall fully perform all of ; 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 covenants, agreements and obligations under the management agreement. Operating Lessee, or Management Agreement if such Management Agreement is with an Affiliate of Operating Lesseesuch Borrower. In such event, shall serve as manager of the Projects. If the manager is an Affiliate of Operating Lessee, any Management Agreement entered into with such manager Qualifying Manager shall be entitled subject 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 Administrative Agent’s 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 yearwritten approval. Any change in ownership or Control control of the manager Manager shall be cause for Lender 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 Borrower and such Manager shall enter into a Management Agreement and such Borrower 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 Borrower enters into a new Management Agreement with a manager and management contractdescribed in clause (b) or clause (c) of the definition of “Qualified Manager”, such Borrower shall deliver to Administrative Agent a fully executed Subordination of Management Agreement. Operating Lessee Each Manager 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 law in order to properly discharge its obligations with respect to the effect that such manager will not acquireapplicable Property. Each Borrower shall, constructin all material respects, operate or manage fully perform all of its covenants, agreements and obligations under 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 8.3Agreement.

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 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 property manager or terminate terminate, cancel, or amend materially modify the Management Agreement or enter into any agreement relating to the management agreement for a Project or operation of the Properties with Manager or any other Person without Lender's 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. Operating Lessee Each Borrower, upon the request of the Administrative Agent, shall fully perform all of its covenantsterminate the Manager, agreements and obligations 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. Operating LesseeManagement 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, or an Affiliate of Operating Lessee, shall serve as manager on behalf of the ProjectsLenders, 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 manager is an Affiliate Administrative Agent consents to the appointment of Operating Lesseea 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 entitled required 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 Each Borrower shall fully perform all of a Projectits covenants, 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 agreements and obligations under 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 8.3Agreement.