Common use of Management of Premises Clause in Contracts

Management of Premises. (a) Borrower shall cause Owner to operate and manage the Property or cause the Property to be operated and managed in a manner which is consistent with the Approved Manager Standard. Borrower covenants and agrees with Lender that (a) the Premises will be managed at all times by an Approved Manager pursuant to the management agreement approved by Lender (the “Management Agreement”), such approval not to be unreasonably withheld or delayed, (b) after Borrower has knowledge of a fifty percent (50%) or more change in control of the ownership of Manager, Borrower will promptly give Lender notice thereof (a “Manager Control Notice”) and (c) the Management Agreement may be terminated by Lender at any time (i) for cause to the extent provided in the Management Agreement (including, but not limited to, Manager’s gross negligence, misappropriation of funds, willful misconduct or fraud) following the occurrence of an Event of Default of the type set forth in Section 3.01(a) through (c), or (ii) to the extent provided in the Management Agreement, following the receipt of a Manager Control Notice and Borrower shall cause Owner to appoint a substitute Approved Manager. Notwithstanding the foregoing, transfers of publicly traded stock of Manager on a national stock exchange or on the NASDAQ Stock Market in the normal course or business and not in connection with a tender offer or sale or Manager or substantially all of the assets of Manager shall not require the giving of a Manager Control Notice. Borrower may from time to time cause Owner to appoint a successor manager to manage the Premises, provided that any such successor manager shall be an Approved Manager. Borrower further covenants and agrees that Borrower shall cause Owner to require the Manager (or any successor managers) to maintain at all times during the term of the Loan worker’s compensation insurance as required by Governmental Authorities.