Common use of Management, Etc Clause in Contracts

Management, Etc. 5.12.1 Borrower represents, warrants and covenants that (a) the Management Agreement previously delivered to Lender is a true, correct and complete copy of the Management Agreement between Manager and Borrower with respect to the Property, including any amendment or modification thereof, which Lender hereby approves; (b) the Management Agreement is in full force and effect and there is no default or violation by any party thereunder; (c) Borrower shall maintain the Management Agreement in full force and effect and timely perform all of its material obligations thereunder and enforce performance of all material obligations of the Manager thereunder; (d) Borrower shall simultaneously herewith enter into and cause Manager to enter into an agreement in form reasonably satisfactory to Lender subordinating the Manager's fees and other rights to the rights of Lender and (e) Borrower shall not terminate, cancel, or modify the Management Agreement, or enter into any agreement relating to the management or operation of the Property with Manager or any other party (other than an extension of the existing Management Agreement for compensation which is no greater, and on terms and conditions no less favorable to Borrower, than those contained in the existing Management Agreement) without the express written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. Any compensation of Manager with respect to its services performed at or in connection with the Property (other than the compensation provided in the existing Management Agreement) is subject to approval by Lender in its sole and absolute discretion and shall in no event exceed the Maximum Management Fee. If at any time there shall be a new manager, such new manager and Borrower shall, as a condition to Lender's consent, execute an agreement in the form then customarily used by Lender subordinating the management fees and other rights of the manager to the rights of Lender. 5.12.2 Borrower agrees that at any time after and during the continuance of an Event of Default, at the request of Lender, Borrower shall immediately replace the Manager with an independent, third-party managing agent designated by Lender.

Management, Etc. 5.12.1 Borrower represents, warrants The Properties are at all times to be managed on Borrower's behalf in a competent and covenants that professional manger by a professional managing agent (a) the "MANAGER"). Prior to engaging such Manager or executing a Management Agreement previously such Manager and Management Agreement shall be subject to reasonable approval by Lender, in its sole and absolute discretion, it being understood that the Persons identified on Exhibit P are hereby approved by Lender. Borrower represents it has delivered to Lender is a true, correct and complete copy of the Management Agreement between Manager and Borrower Borrower. Any compensation of Manager with respect to its services performed at or in connection with the Property, including any amendment or modification thereof, which Lender hereby approves; (b) the Management Agreement is in full force and effect and there is no default or violation by any party thereunder; (c) Borrower shall maintain the Management Agreement in full force and effect and timely perform all of its material obligations thereunder and enforce performance of all material obligations of the Manager thereunder; (d) Borrower shall simultaneously herewith enter into and cause Manager to enter into an agreement in form reasonably satisfactory to Lender subordinating the Manager's fees and other rights to the rights of Lender and (e) Borrower shall not terminate, cancel, or modify the Management Agreement, or enter into any agreement relating to the management or operation of the Property with Manager or any other party Properties (other than an extension of the existing Management Agreement for compensation which is no greater, and on terms and conditions no less favorable to Borrower, than those contained in the existing Management Agreement) without the express written consent of LenderAgreement not to exceed, which consent shall not be unreasonably withheldin any event, conditioned or delayed. Any compensation of Manager with respect to its services performed at or in connection with the Property (other than the compensation provided in the existing Management Agreement) is subject to approval by Lender in its sole and absolute discretion and shall in no event exceed the Maximum Management Fee) are subject to reasonable approval by Lender. If at any time there shall be a new manager, such new manager and Borrower shall, as As a condition to Lender's consenttheir retention as Manager, each Manager shall be required to execute an agreement and deliver to Lender a Manager consent to the Assignment of Management Agreement for the applicable Individual Property or in the form then customarily used by Lender subordinating the management fees and attached as Exhibit Q or in such other rights of the manager form as shall acceptable to the rights of Lender. 5.12.2 Borrower agrees that at any time after and during the continuance of an Event of Defaulteach Management Agreement shall provide that, at the request of Lender, Borrower Manger shall immediately resign and Lender may replace the Manager with an independent, third-party a managing agent designated by Lender upon the occurrence of any of the following events: (a) any default described in Section 6.1.1 hereof; (b) any Event of Default which continues beyond any applicable grace and cure period; or (c) if on any DSCR Calculation Date, the Debt Service Coverage Ratio for the preceding twelve (12) months is less than 85% of the Net Operating Income on the Closing Date of the Initial Advance. 5.12.3 Lender agrees that Borrower may, from time to time, pursuant to the terms and conditions of the Management Agreement, terminate the Management Agreement provided that Borrower simultaneously therewith enters into a new Management Agreement with a Person having the requisite management experience and otherwise upon such terms, conditions and provisions as are reasonably acceptable to Lender including delivery to Lender, if required by the Rating Agencies, of a new "non-consolidation" opinion regarding the parties to the Management Agreement and their respective Affiliates acceptable to Lender and the Rating Agencies and receipt of confirmation from the Rating Agencies that the then current ratings for the Securities will not be withdrawn, qualified or downgraded as a result thereof.

Management, Etc. 5.12.1 Borrower represents, warrants and covenants that (a) Each of the Properties shall at all times be managed in a competent and professional manner appropriate for buildings similar to the applicable Property by either Borrower or a prominent professional managing agent approved by Lender (each, a "Manager" and, collectively, the "Managers") pursuant to management agreement(s) with Manager(s) approved by Lender (each, a "Management Agreement previously Agreement"), such approval not to be unreasonably withheld. Lender hereby approves Brentway Management LLC as the initial Manager for each Property. Notwithstanding anything to the contrary herein contained, any third party managing agent, and the terms and conditions of any management agreement therewith, or any amendment or modification of any management agreement theretofore approved by Lender, shall be subject to Lender's prior approval which may be granted or withheld in Lender's reasonable judgment. (b) Borrower represents it has delivered to Lender is a true, correct and complete copy of the Management Agreement for each Property, each of which is hereby approved by Lender; provided, however, that the terms and conditions of any subsequent Management Agreement between any Manager and any Borrower with respect to the PropertyAffiliate, including or any amendment or modification thereof, which Lender hereby approves; (b) the of any Management Agreement is between any Manager and any Borrower Affiliate, and any compensation of any Manager with respect to its services performed at or in full force and effect and there is no default or violation by connection with any party thereunder; (c) Borrower shall maintain the Management Agreement in full force and effect and timely perform all of its material obligations thereunder and enforce performance of all material obligations of the Manager thereunder; (d) Borrower shall simultaneously herewith enter into and cause Manager to enter into an agreement in form reasonably satisfactory to Lender subordinating the Manager's fees and other rights to the rights of Lender and (e) Borrower shall not terminate, cancel, or modify the Management Agreement, or enter into any agreement relating to the management or operation of the Property with Manager or any other party (other than an extension of the existing Management Agreement for compensation which is no greater, and on terms and conditions no less favorable to Borrowerthe applicable Borrower Affiliate, than those contained in the existing applicable Management Agreement) without the express written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. Any compensation of Manager with respect to its services performed at or in connection with the Property (other than the compensation provided in the existing Management Agreement) is are subject to approval by Lender in its sole and absolute discretion and shall in no but reasonable discretion. (c) In the event exceed the Maximum Management Fee. If at any time that there shall have occurred and be a new manager, such new manager and Borrower shall, as a condition to Lender's consent, execute an agreement in the form then customarily used by Lender subordinating the management fees and other rights of the manager to the rights of Lender. 5.12.2 Borrower agrees that at any time after and during the continuance of continuing an Event of Default, at the request of then, upon Lender's request, Borrower shall immediately replace the Manager present Manager(s) with an independent, third-party one or more managing agent designated agents approved by LenderLender in its sole discretion.

Management, Etc. 5.12.1 Borrower represents, warrants and covenants that (a) the Management Agreement previously delivered to Lender is a true, correct and complete copy of the Management Agreement between Manager and Borrower with respect to the Property, including any amendment or modification thereof, which Lender hereby approves; (b) the Management Agreement is in full force and effect and there is no default or violation by any party thereunder; (c) Borrower shall maintain the Management Agreement in full force and effect and timely perform all of its material obligations thereunder and enforce performance of all material obligations of the Manager thereunder; (d) Borrower shall simultaneously herewith enter into and cause Manager to enter into an agreement in form reasonably satisfactory to Lender subordinating the Manager's fees and other rights to the rights of Lender and (e) Borrower shall not terminate, cancel, or modify the Management Agreement, or enter into any agreement relating to the management or operation of the Property with Manager or any other party (other than an extension of the existing Management Agreement for compensation which is no greater, and on terms and conditions no less favorable to Borrower, than those contained in the existing Management Agreement) without the express written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. Any compensation of Manager with respect to its services performed at or in connection with the Property Properties (other than the compensation provided in the existing Management Agreement) is subject to approval by Lender in its sole and absolute discretion and shall in no event exceed the Maximum Management Fee. If at any time there shall be a new manager, such new manager and Borrower shall, as a condition to Lender's consent, execute an agreement in the form then customarily used by Lender subordinating the management fees and other rights of the manager to the rights of Lender. 5.12.2 Borrower agrees that at any time after and during the continuance of an Event of Default, at the request of Lender, Borrower shall immediately replace the Manager with an independent, third-party managing agent designated by Lender.

Management, Etc. 5.12.1 Borrower represents, warrants and covenants that (a) The Premises shall at all times be managed in a competent and professional manner appropriate for buildings similar to the Premises by either Borrower or a prominent professional managing agent approved by Lender (a "Manager") pursuant to a management agreement with the Manager approved by Lender (the "Management Agreement previously Agreement"), such approval not to be unreasonably withheld. Lender hereby approves Brentway Management LLC as the initial Manager. Notwithstanding anything to the contrary herein contained, any third party managing agent, and the terms and conditions of any management agreement therewith, or any amendment or modification of any management agreement theretofore approved by Lender, shall be subject to Lender's prior approval which may be granted or withheld in Lender's reasonable judgment. (b) Borrower represents it has delivered to Lender is a true, correct and complete copy of the Management Agreement, which Management Agreement is hereby approved by Lender, subject to the terms of the Assignment and Subordination, dated as of the date hereof, between Lender, Borrower and Manager (as the same may be amended, modified, supplemented, extended, consolidated, restated or replaced from time to time, the "Manager Assignment and Subordination"); provided, however, that the terms and conditions of any subsequent Management Agreement between Manager and Borrower with respect to the PropertyBorrower, including or any amendment or modification thereof, which Lender hereby approves; (b) the of any Management Agreement is between Manager and Borrower, and any compensation of Manager with respect to its services performed at or in full force and effect and there is no default or violation by any party thereunder; (c) Borrower shall maintain connection with the Management Agreement in full force and effect and timely perform all of its material obligations thereunder and enforce performance of all material obligations of the Manager thereunder; (d) Borrower shall simultaneously herewith enter into and cause Manager to enter into an agreement in form reasonably satisfactory to Lender subordinating the Manager's fees and other rights to the rights of Lender and (e) Borrower shall not terminate, cancel, or modify the Management Agreement, or enter into any agreement relating to the management or operation of the Property with Manager or any other party Premises (other than an extension of the existing Management Agreement for compensation which is no greater, and on terms and conditions no less favorable to Borrower, than those contained in the existing Management Agreement) without the express written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. Any compensation of Manager with respect to its services performed at or in connection with the Property (other than the compensation provided in the existing Management Agreement) is are subject to approval by Lender in its sole and absolute discretion and shall in no but reasonable discretion. (c) In the event exceed the Maximum Management Fee. If at any time that there shall have occurred and be a new manager, such new manager and Borrower shall, as a condition to Lender's consent, execute an agreement in the form then customarily used by Lender subordinating the management fees and other rights of the manager to the rights of Lender. 5.12.2 Borrower agrees that at any time after and during the continuance of continuing an Event of Default, at the request of then, upon Lender's request, Borrower shall immediately replace the present Manager with an independent, third-party a managing agent designated approved by LenderLender in its sole discretion.