Common use of Management Agreement Clause in Contracts

Management Agreement. Borrowers shall (i) cause the Property to be managed pursuant to the Management Agreement; (ii) promptly perform and observe all of the covenants required to be performed and observed by them under the Management Agreement and do all things necessary to preserve and to keep unimpaired their rights thereunder; (iii) promptly notify Lender of any default under the Management Agreement of which they are aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by any Borrower under the Management Agreement; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement. Without Lender's prior written consent, no Borrower shall (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2); (b) reduce or consent to the reduction of the term of the Management Agreement; (c) increase or consent to the increase of the amount of any charges under the Management Agreement; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the Management Agreement; (e) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement); or (f) suffer or permit the ownership, management or control of the Manager to be transferred to a Person other than an Affiliate of Behringer.

Management Agreement. Borrowers Borrower shall (i) cause the Property to be managed pursuant to the Management Agreement; (ii) promptly perform and observe all of the covenants required to be performed and observed by them it under the Management Agreement and do all things necessary to preserve and to keep unimpaired their its rights thereunder; (iii) promptly notify Lender of any default under the Management Agreement of which they are it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by any Borrower under the Management Agreement; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement. Without Lender's ’s prior written consent, no Borrower shall not (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.25.12.2 below); (b) reduce or consent to the reduction of the term of the Management Agreement; (c) increase or consent to the increase of the amount of any charges under the Management Agreement; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the Management Agreement; or (e) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement); or (f) suffer or permit the ownership, management or control of the Manager to be transferred to a Person other than an Affiliate of Behringer.

Management Agreement. Borrowers Borrower shall (i) cause the Property to be managed pursuant to the Management Agreement; (ii) promptly perform and observe all of the covenants required to be performed and observed by them it under the Management Agreement and do all things necessary to preserve and to keep unimpaired their its rights thereunder; (iii) promptly notify Lender of any default under the Management Agreement of which they are it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by any Borrower under the Management Agreement; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement. Without Lender's ’s prior written consent, no Borrower shall not (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.25.12.2 below); (b) reduce or consent to the reduction of the term of the Management Agreement; (c) increase or consent to the increase of the amount of any charges under the Management Agreement; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the Management Agreement; or (e) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement); or (f) suffer or permit the ownership, management or control of the Manager to be transferred to a Person other than an Affiliate of Behringer.

Management Agreement. Borrowers Borrower shall (i) cause the Property to be managed pursuant to the Management Agreement; (ii) promptly perform and observe all of the covenants required to be performed and observed by them it under the Management Agreement and do all things necessary to preserve and to keep unimpaired their its rights thereunder; (iii) promptly notify Lender of any default under the Management Agreement of which they are it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by any Borrower under the Management Agreement; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement. Without Lender's prior written consent, Borrower shall not (and no Borrower shall shall) (a) surrender, terminate, cancel, extend or renew the Management Agreement (other than extensions or renewals pursuant to the express renewal/extension provisions set forth in the Management Agreement on the same terms and conditions set forth therein (as in effect on the date hereof, or as hereinafter amended or modified in accordance with the terms and conditions set forth in this Agreement)) or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2); (b) reduce or consent to the reduction of the term of the Management Agreement; (c) increase or consent to the increase of the amount of any charges under the Management Agreement; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the Management Agreement; (e) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement); or (f) suffer or permit the ownership, management or control of the Manager to be transferred to a Person other than an Affiliate of Behringer.

Management Agreement. Borrowers Borrower shall (i) cause the Property to be managed pursuant to the Management Agreement; (ii) promptly perform and observe all of the covenants required to be performed and observed by them it under the Management Agreement and do all things necessary to preserve and to keep unimpaired their its rights thereunder; (iii) promptly notify Lender of any default under the Management Agreement of which they are it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by any Borrower under the Management Agreement; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement. Without Lender's ’s prior written consent, no Borrower shall not (a) surrender, terminate, cancel, extend or renew the Management Agreement (other than extensions or renewals pursuant to the express renewal/extension provisions set forth in the Management Agreement on the same terms and conditions set forth therein (as in effect on the date hereof, or as hereinafter amended or modified in accordance with the terms and conditions set forth in this Agreement)) or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2); (b) reduce or consent to the reduction of the term of the Management Agreement; (c) increase or consent to the increase of the amount of any charges under the Management Agreement; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the Management Agreement; (e) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement); or (f) suffer or permit the ownership, management or control of the Manager to be transferred to a Person other than an Affiliate of BehringerBehringer Harvard REIT.

Management Agreement. Borrowers Borrower shall (i) cause the Property to be managed pursuant to the Management Agreement; (ii) promptly perform and observe all of the covenants required to be performed and observed by them it under the Management Agreement and do all things necessary to preserve and to keep unimpaired their its rights thereunder; (iii) promptly notify Lender of any default under the Management Agreement of which they are it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by any Borrower under the Management Agreement; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement. Without Lender's prior written consentconsent (which consent shall not be unreasonably withheld, delayed or conditioned so long as no Event of Default has occurred and is continuing), Borrower shall not (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2); (b) reduce or consent to the reduction of the term of the Management Agreement; (c) increase or consent to the increase of the amount of any charges under the Management Agreement; (d) otherwise modify, change, supplement, alter or amend in any material respectamend, or waive or release any of its rights and remedies under, the Management Agreement; or (e) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement); or (f) suffer or permit the ownership, management or control of the Manager to be transferred to a Person other than an Affiliate of Behringer.

Management Agreement. Borrowers Borrower shall (i) cause the Property to be managed pursuant to the Management Agreement; (ii) promptly perform and observe all of the covenants required to be performed and observed by them it under the Management Agreement and do all things necessary to preserve and to keep unimpaired their its rights thereunder; (iii) promptly notify Lender of any default under the Management Agreement of which they are it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by any Borrower under the Management Agreement; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement. Without Lender's ’s prior written consent, no Borrower shall not (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.25.11.2); (b) reduce or consent to the reduction of the term of the Management Agreement; (c) increase or consent to the increase of the amount of any charges under the Management Agreement; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the Management Agreement; or (e) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement); or (f) suffer or permit the ownership, management or control of the Manager to be transferred to a Person other than an Affiliate of Behringer.

Management Agreement. Borrowers Borrower shall (i) cause the Property to be managed pursuant to the Management Agreement; (ii) promptly perform and observe all of the covenants required to be performed and observed by them it under the Management Agreement and do all things necessary to preserve and to keep unimpaired their its rights thereunder; (iii) promptly notify Lender of any default under the Management Agreement of which they are it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business planstatement (excluding preliminary or draft statements), capital expenditure plan, and property improvement plan and any other material notice, report and estimate received by any Borrower under the Management Agreement; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement. Without Lender's ’s prior written consent, no Borrower shall not (a) surrender, terminate, cancel, extend terminate or renew cancel the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2); (b) reduce or consent to the reduction of the term of the Management Agreement; (c) increase or consent to the increase of the amount of any charges under the Management Agreement; (dc) otherwise modify, change, supplement, alter or amend so as to increase Borrower’s obligations in any material respectrespect under, or waive or release any of its rights and remedies under, the Management Agreement; (ed) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement); or (fe) suffer or permit the ownership, management or control of the Manager to be transferred to a Person other than an Affiliate of BehringerBorrower.

Management Agreement. Borrowers Borrower shall (i) use commercially reasonable efforts to cause the Mortgaged Property to be managed pursuant to the Management Agreement; (ii) promptly perform and observe all of the material covenants required to be performed and observed in all material respects by them it under the Management Agreement and do all things necessary to preserve and to keep unimpaired their its rights thereunder; (iii) promptly notify Lender Administrative Agent of any material default under the Management Agreement of which they are it is aware; (iv) promptly deliver to Lender Administrative Agent a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by any Borrower under the Management Agreement; and (v) promptly enforce the performance and observance of all of the material covenants required to be performed and observed in all material respects by Manager under the Management Agreement. Without Lender's Administrative Agent’s prior written consentconsent (such consent not to be unreasonably withheld, no conditioned or delayed), Borrower shall not (ai) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2Subsection 5.18(b)); (bii) reduce or consent to the reduction of the term of the Management Agreement; (ciii) increase or consent to the increase of the amount of any charges under the Management Agreement; (div) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its material rights and remedies under, the Management Agreement; or (ev) suffer or permit the occurrence and continuance of a material default beyond any applicable cure period under the Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement); or (f) suffer or permit the ownership, management or control of the Manager to be transferred to a Person other than an Affiliate of Behringer.

Management Agreement. Borrowers Each Borrower shall (i) cause the Property Properties owned by it to be managed pursuant to the applicable Management Agreement; (ii) promptly perform and observe all of the covenants required to be performed and observed by them it under the such Management Agreement and do all things necessary to preserve and to keep unimpaired their its rights thereunder; (iii) promptly notify Lender of any default under the such Management Agreement of which they are it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by any such Borrower under the its Management AgreementAgreements; and (v) promptly enforce in a commercially reasonable manner the performance and observance of all of the covenants required to be performed and observed by Manager under the such Management Agreement. Without Lender's prior written consent, no Borrower shall (a) surrender, terminate, cancel, extend or renew the any Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.25.11.2); (b) reduce or consent to the reduction of the term of the any Management Agreement; (c) increase or consent to the increase of the amount of any charges under the any Management Agreement; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the any Management Agreement; (e) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the any Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the such Management Agreement (or such successor management agreement); or (f) suffer or permit the ownership, management or control of the Manager to be transferred to a Person other than an Affiliate of Behringera Borrower.

Management Agreement. Borrowers Borrower shall (i) cause the Property to be managed pursuant to the Management Agreement; (ii) promptly perform and observe all of the covenants required to be performed and observed by them it under the Management Agreement and do all things necessary to preserve and to keep unimpaired their its rights thereunder; (iii) promptly notify Lender of any default under the Management Agreement of which they are it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by any Borrower under the Management Agreement; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement. Without Lender's ’s prior written consent, no Borrower shall not (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2); (b) reduce or consent to the reduction of the term of the Management Agreement; (c) increase or consent to the increase of the amount of any charges under the Management Agreement; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the Management Agreement; (e) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement); or (f) suffer or permit the ownership, management or control of the Manager to be transferred to a Person other than an Affiliate of BehringerBorrower.

Management Agreement. Borrowers Each Borrower shall (i) cause the each Property to be managed pursuant to the a Management Agreement; (ii) promptly perform and observe in all material respects all of the covenants required to be performed and observed by them it under the any Management Agreement and do all things necessary to preserve and to keep unimpaired their its rights thereunder; (iii) promptly notify Lender of any material default under the any Management Agreement of which they are it is aware; and (iv) promptly deliver to Lender enforce in a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by any Borrower under the Management Agreement; and (v) promptly enforce commercially reasonable manner the performance and observance of all of the covenants required to be performed and observed by the Manager under the any Management Agreement. Without Lender's ’s prior written consentconsent (which consent shall not be unreasonably withheld or delayed), no Borrower shall (a) surrender, terminate, cancel, extend or renew the any Management Agreement or otherwise replace the any Manager or enter into any other management agreement (except pursuant to Section 5.12.2); (b) reduce or consent to the reduction of the term of the any Management Agreement; (c) increase or consent to the increase of the amount of any charges under the any Management Agreement; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the any Management Agreement; (e) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the any Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement); or (f) suffer or permit the ownership, management or control of the Manager to be transferred to a Person other than an Affiliate of Behringer.management

Management Agreement. Borrowers Borrower shall (i) cause the Property to be managed pursuant to the Management Agreement; (ii) promptly perform and observe all of the covenants required to be performed and observed by them it under the Management Agreement and do all things necessary to preserve and to keep unimpaired their its rights thereunder; (iii) promptly notify Lender of any material default under the Management Agreement of which they are it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by any Borrower under the Management Agreement; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement. Without Lender's ’s prior written consent, no Borrower shall not (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.25.12.2 below); (b) reduce or consent to the reduction of the term of the Management Agreement; (c) increase or consent to the increase of the amount of any charges under the Management Agreement; (d) otherwise materially modify, change, supplement, alter or amend in any material respect, or waive or release any of its material rights and material remedies under, the Management Agreement; (e) suffer or permit the occurrence and continuance of a material default beyond any applicable cure period under the Management Agreement (or any successor management agreement) if such material default permits the Manager to terminate the Management Agreement (or such successor management agreement); or (f) suffer or permit the ownership, management or control of the Manager to be transferred to a Person other than an Affiliate of BehringerBorrower. Lender hereby acknowledges that Sole Member (or the sole member of Sole Member) intends to Transfer an interest in Sole Member (or the sole member of Sole Member) to third party investors which may equal or exceed a forty-nine percent (49%) interest in Sole Member (or the sole member of Sole Member). Accordingly, if, in connection with such a Transfer, modifications to the Management Agreement are required, Lender will act reasonably and in good faith in granting or withholding its consent to any such modifications to the Management Agreement.

Management Agreement. Borrowers Each Borrower shall (i) cause the Property owned by it to be managed pursuant to the a Management Agreement; (ii) promptly perform and observe all of the covenants required to be performed and observed by them it under the such Management Agreement and do all things necessary to preserve and to keep unimpaired their its rights thereunder; (iii) promptly notify Lender of any default under the such Management Agreement of which they are it is aware; (iv) upon reasonable request from Lender, promptly deliver to Lender a copy current copies of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by any such Borrower within the three (3) month period immediately preceding such Lender request under the Management Agreement; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the such Management Agreement. Without Lender's ’s prior written consent, no Borrower shall (a) surrender, terminate, cancel, extend or renew the its Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.25.12.2 below); (b) reduce or consent to the reduction of the term of the its Management Agreement; (c) increase or consent to the increase of the amount of any charges under the its Management Agreement; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the its Management Agreement; (e) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the its Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the such Management Agreement (or such successor management agreement); or (f) suffer or permit the ownership, management or control of the Manager to be transferred to a Person other than an Affiliate of Behringera Borrower.

Management Agreement. Borrowers Borrower shall (i) cause the Property to be managed pursuant to the Management Agreement; (ii) promptly perform and observe all of the material covenants required to be performed and observed by them it under the Management Agreement and do all things necessary to preserve and to keep unimpaired their its rights thereunder; (iii) promptly notify Lender of any default material default’ under the Management Agreement of which they are it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other material notice, report and estimate received by any Borrower under the Management Agreement; and (v) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. Without Lender's ’s prior written consent, no Borrower shall not (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.25.12.2 below); (b) reduce or consent to the reduction of the term of the Management Agreement; (c) increase or consent to the increase of the amount of any charges under the Management Agreement; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its material rights and remedies under, the Management Agreement; (e) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement); or (f) suffer or permit the ownership, management or control of the Manager to be transferred to a Person other than an Affiliate of BehringerBorrower.

Management Agreement. Borrowers Borrower shall (i) cause the Property to be managed pursuant to the Management Agreement; (ii) promptly perform and observe all of the material covenants required to be performed and observed by them it under the Management Agreement and do all things necessary to preserve and to keep unimpaired their its rights thereunder; (iii) promptly notify Lender of any default under the Management Agreement of which they are it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by any Borrower under the Management Agreement; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement. Without Lender's ’s prior written consent, no Borrower shall not (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.25.11.2); (b) reduce or consent to the reduction of the term of the Management Agreement; (c) increase or consent to the increase of the amount of any charges under the Management Agreement; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the Management Agreement; or (e) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement); or (f) suffer or permit the ownership, management or control of the Manager to be transferred to a Person other than an Affiliate of Behringer.

Management Agreement. Borrowers Borrower shall (i) cause the Property to be managed pursuant to the Management Agreement; (ii) promptly perform and observe all of the covenants required to be performed and observed by them it under the Management Agreement and do all things necessary to preserve and to keep unimpaired their its rights thereunder; (iii) promptly notify Lender of any default under the Management Agreement of which they are it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by any Borrower under the Management Agreement; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement. Without Lender's ’s prior written consent, no Borrower shall not (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2); (b) reduce or consent to the reduction of the term of the Management Agreement; (c) increase or consent to the increase of the amount of any charges under the Management Agreement; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the Management Agreement; (e) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement); or (f) suffer or permit the ownership, management or control of the Manager to be transferred to a Person other than an Affiliate of Behringerthe Guarantor.

Management Agreement. Borrowers Borrower shall (i) cause the Property to be managed pursuant to the Management Agreement; (ii) promptly perform and observe all of the covenants required to be performed and observed by them it under the Management Agreement and do all things necessary to 88 Xxxxxxxx - Stamford preserve and to keep unimpaired their its rights thereunder; (iii) promptly notify Lender of any default under the Management Agreement of which they are it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by any Borrower under the Management Agreement; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement. Without Lender's ’s prior written consent, no Borrower shall not (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.25.11.2); (b) reduce or consent to the reduction of the term of the Management Agreement; (c) increase or consent to the increase of the amount of any charges under the Management Agreement; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the Management Agreement; or (e) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement); or (f) suffer or permit the ownership, management or control of the Manager to be transferred to a Person other than an Affiliate of Behringer.

Management Agreement. Borrowers Each Borrower shall (i) cause the Property owned by it to be managed pursuant to the Management Agreement; (ii) promptly perform and observe all of the covenants required to be performed and observed by them it under the Management Agreement and do all things necessary to preserve and to keep unimpaired their its rights thereunder; (iii) promptly notify Lender of any material default under the Management Agreement of which they are it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other material notice, report and estimate received by any such Borrower under the its Management Agreement; and (v) promptly enforce the performance and observance observance, in all material respects, of all of the covenants required to be performed and observed by Manager under the Management Agreement. Without Lender's prior written consent, no Borrower shall (a) surrender, terminate, cancel, extend or renew the its Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2); (b) reduce or consent to the reduction of the term of the its Management Agreement; (c) increase or consent to the increase of the amount of any charges under the its Management Agreement; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the its Management Agreement; (e) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the its Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement); or (f) suffer or permit the ownership, management or control of the Manager to be transferred to a Person other than an Affiliate of Behringera Borrower, or an Approved Manager.

Management Agreement. Borrowers Borrower shall (i) cause the Property to be managed pursuant to the Management Agreement; (ii) promptly perform and observe all of the covenants required to be performed and observed by them it under the Management Agreement and do all things necessary to preserve and to keep unimpaired their its rights thereunder; (iii) promptly notify Lender of any default under the Management Agreement of which they are it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by any Borrower under the Management Agreement; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement. Without Lender's ’s prior written consent, no Borrower shall not (a) surrender, terminate, cancel, extend or renew the Management Agreement (other than extensions or renewals pursuant to the express renewal/extension provisions set forth in the Management Agreement on the same terms and conditions set forth therein (as in effect on the date hereof, or as hereafter amended or modified in accordance with the terms and conditions set forth in this Agreement)) or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.25.12.2 below); (b) reduce or consent to the reduction of the term of the Management Agreement; (c) increase or consent to the increase of the amount of any charges under the Management Agreement; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the Management Agreement; (e) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the Management Agreement (or any successor management agreementManagement Agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreementManagement Agreement); or (f) suffer or permit the ownership, management or control of the Manager to be transferred to a Person other than an Affiliate of Behringer; or (g) engage (or permit any Manager to engage) any submanaging agent or enter into (or permit any Manager to enter into) any submanagement agreement (other than the Subcontract for Management Services dated as of the date hereof between the current Manager and Claydesta, L.P., or as otherwise permitted under Section 5.12.2 below), it being acknowledged that any new submanaging agent must be acceptable to Lender (in Lender’s reasonable discretion) and the terms and conditions of any new submanagement agreement must be reasonably satisfactory to Lender and may, if required by Lender, be conditioned on Borrower delivering a Rating Comfort Letter as to such new submanaging agent and new submanagement agreement and a subordination and consent executed by the submanaging agent in the form of that delivered by the current submanaging agent on or about the date hereof or such other form as shall be reasonably acceptable to Lender.

Management Agreement. Borrowers Borrower shall (i) cause the Property to be managed pursuant to the Management Agreement; (ii) promptly perform and observe all of the covenants required to be performed and observed by them it under the Management Agreement and do all things necessary to preserve and to keep unimpaired their its rights thereunder; (iii) promptly notify Lender Administrative Agent of any material default under the Management Agreement of which they are it is aware; (iv) promptly deliver to Lender Administrative Agent a copy of each financial statement, business plan, capital expenditure plan, and material property improvement plan and any other notice, report and estimate received by any Borrower under the Management Agreementplan; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement. Without Lender's Administrative Agent’s prior written consentconsent (which consent shall not be unreasonably withheld or delayed with respect to any event identified in clause (d) below), no Borrower shall not (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2); (b) reduce or consent to the reduction of the term of the Management Agreement; (c) increase or consent to the increase of the amount of any charges under the Management Agreement; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the Management Agreement; or (e) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement); or (f) suffer or permit the ownership. If a new Management Agreement is entered into by Borrower and approved by Administrative Agent, management or control then Borrower shall deliver to Administrative Agent on behalf of the Manager to be transferred to Lenders a Person other than an Affiliate subordination of Behringersuch new Management Agreement, in the same form that was used for the subordination of the Management Agreement on the date hereof.

Management Agreement. Borrowers Each Borrower shall (i) cause the Property owned by it to be managed pursuant to the Management Agreement; (ii) promptly perform and observe all of the covenants required to be performed and observed by them it under the Management Agreement and do all things necessary to preserve and to keep unimpaired their its rights thereunder; (iii) promptly notify Lender of any material default under the Management Agreement of which they are it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other material notice, report and estimate received by any such Borrower under the its Management Agreement; and (v) promptly enforce the performance and observance observance, in all material respects, of all of the covenants required to be performed and observed by Manager under the Management Agreement. Without Lender's ’s prior written consent, no Borrower shall (a) surrender, terminate, cancel, extend or renew the its Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2); (b) reduce or consent to the reduction of the term of the its Management Agreement; (c) increase or consent to the increase of the amount of any charges under the its Management Agreement; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the its Management Agreement; (e) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the its Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement); or (f) suffer or permit the ownership, management or control of the Manager to be transferred to a Person other than an Affiliate of Behringera Borrower, or an Approved Manager.

Management Agreement. Borrowers Borrower shall (i) cause the Property to be managed pursuant to the Management Agreement; (ii) promptly perform and observe all of the covenants required to be performed and observed by them it under the Management Agreement and do all things necessary to preserve and to keep unimpaired their its rights thereunder; (iii) promptly notify Lender of any default under the Management Agreement of which they are it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by any Borrower under the Management Agreement; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement. Without Lender's ’s prior written consent, no Borrower shall not (a) surrender, terminate, cancel, extend or renew the Management Agreement (other than extensions or renewals pursuant to the express renewal/extension provisions set forth in the Management Agreement on the same terms and conditions set forth therein (as in effect on the date hereof, or as hereafter amended or modified in accordance with the terms and conditions set forth in this Agreement)) or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.25.12.2 below); (b) reduce or consent to the reduction of the term of the Management Agreement; (c) increase or consent to the increase of the amount of any charges under the Management Agreement; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the Management Agreement; (e) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the Management Agreement (or any successor management agreementManagement Agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreementManagement Agreement); or (f) suffer or permit the ownership, management or control of the Manager to be transferred to a Person other than an Affiliate of Behringer; or (g) engage (or permit any Manager to engage) any submanaging agent or enter into (or permit any Manager to enter into) any submanagement agreement (other than the Subcontract for Management Services dated May 29, 2003 between the current Manager and Xxxxxxxx Xxxx Services, Inc., or as otherwise permitted under Section 5.12.2 below), it being acknowledged that any new submanaging agent must be acceptable to Lender (in Lender’s reasonable discretion) and the terms and conditions of any new submanagement agreement must be reasonably satisfactory to Lender and may, if required by Lender, be conditioned on Borrower delivering a Rating Comfort Letter as to such new submanaging agent and new submanagement agreement and a subordination and consent executed by the submanaging agent in the form of that delivered by the current submanaging agent on or about the date hereof or such other form as shall be reasonably acceptable to Lender.

Management Agreement. Borrowers Each Borrower shall (i) cause the Property owned by it to be managed pursuant to the a Management Agreement; (ii) promptly perform and observe all of the covenants required to be performed and observed by them it under the such Management Agreement and do all things necessary to preserve and to keep unimpaired their its rights thereunder; (iii) promptly notify Lender of any default under the such Management Agreement of which they are it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by any such Borrower under the its Management Agreement; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the such Management Agreement. If any Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement to which such Borrower is a party on the part of such Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing such Borrower from any of its obligations hereunder or under the Management Agreement to which such Borrower is a party, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement to which such Borrower is a party on the part of such Borrower to be performed or observed. Without Lender's Xxxxxx’s prior written consent, no Borrower shall (a) surrender, terminate, cancel, extend or renew the its Management Agreement or otherwise replace the its Manager or enter into any other management agreement (except pursuant to Section 5.12.25.11.2 below); (b) reduce or consent to the reduction of the term of the its Management Agreement; (c) increase or consent to the increase of the amount of any charges under the its Management Agreement; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the its Management Agreement; or (e) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the its Management Agreement (or any successor management agreement) if such default permits the such Manager to terminate the such Management Agreement (or such successor management agreement); or (f) suffer or permit the ownership, management or control of the Manager to be transferred to a Person other than an Affiliate of Behringer.