Common use of Control; Management Clause in Contracts

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 any of the Managers under any of the Management Agreements Borrower or otherwise with respect to the Properties Borrower Party without the prior written consent of the Administrative Agent; provided, however, that a change in the day-to-day control and management of any Borrower, BPE or either P&V Owner shall not be deemed to have occurred hereunder if and for so long as BPPI has direct or indirect Control over the Borrowers, BPE and the P&V Owners. No Borrower The Borrowers shall not terminate, replace or appoint any property manager Manager or terminate, cancel, terminate or materially modify the amend any Management Agreement or enter into any agreement relating to for the management or operation of the Properties with Manager or any other Person Projects without the Administrative Agent’s 's prior written reasonable approval; providedapproval which approval shall not be unreasonably, 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 delayed or conditioned. Any change in ownership or Control 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 cause for the Administrative Agent shall assume management of the Properties to re-approve such Manager and shall receive a property management fee not to exceed then current market ratesManagement Agreement. If at any time the Administrative Agent consents to the appointment of a new manager, such new manager and each the applicable Borrower shall, as a condition of the Administrative Agent’s 's consent, execute a Property Manager’s 's Consent and Subordination of Management Agreement in the form then used by the Administrative Agent. Each property manager Manager shall be required to hold and maintain all necessary licenses, certifications and permits required by law. Each Borrower The Borrowers shall fully perform all of its covenants, agreements and obligations under each Management Agreement. The Borrowers shall: (1) cause each Manager to perform in all material respects all of its covenants, agreements and obligations under the applicable Management Agreements; (2) give prompt notice to the 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 is in contravention of the Manager Subordination Agreement and Assignment of Contracts as it relates to the Management Agreement; and (5) appear in and defend any action growing out of or in any manner connected with any Management Agreement.

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 remain under the control of ARC at all times while this Agreement is in effect. Borrower shall not terminate, replace or appoint any property manager or terminate, cancel, terminate or materially modify the Management Agreement or enter into any agreement relating to amend the management or operation of the Properties with Manager or any other Person agreement for a Project 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 Lender'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. Borrower, or an Affiliate, shall serve as manager of the Projects. If the manager is an Affiliate of Borrower, such manager shall be entitled to receive a management fee of up to three percent (3%) 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 Borrower manages the Projects. If 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 of the manager shall be cause for Lender to re-approve such manager and management contract. Each manager shall hold and maintain all necessary licenses, certifications and permits required by law, and, if not an Affiliate of Borrower, 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 5-mile radius of any Project at any time while any portion of the Loan is outstanding. Borrower shall strictly comply with the Management AgreementStandards set forth in Exhibit 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.