Property Management Agreement between subsidiaries of Reliance Property Group, LLC and Efficient Property Management, Inc.
Reliance Real Estate Trust, LLC 1-A/A
Exhibit 6.1
EXHIBIT 6.1
Property Management Agreement between
subsidiaries of Reliance Property Group, LLC
and Efficient Property Management, Inc.
Exhibit 6.1 - Page 1 of 76
Exhibit 6.1 Table of Contents
| I. | Exhibit 6.1 (A) - Property Management Agreement* for (1) Willowood and (2) Amberidge | Exhibit 6.1 - Page 3 | |
| A. | Assignment of Management Agreement and Subordination of Management Fees, dated November 21, 2016 | Exhibit 6.1 - Page 4 | |
| B. | Management Agreement, dated June 18, 2012 | Exhibit 6.1 - Page 17 | |
| II. | Exhibit 6.1 (B) - Property Management Agreement for (1) Ashgrove, (2) Beckford Place, (3) Xxxxxxx Court, (4) Carleton Court, (5) Elmwoods, (6) Forsythia ourt, (7)
Hayfield Park, (8) Laurel Bay, (9) Meadowood, (10) River Xxxx, (11) Slate Run, (12) Xxxxx Ridge, and (13) Wood Trail |
Exhibit 6.1 - Page 55 | |
* The Property Management Agreement for Willowood and Amberidge was executed as an assignment of a pre-existing property management agreement. The Assignment is annexed hereto and included on page 4 of Exhibit 6.1 and the pre-existing Management Agreement is annexed hereto and included on page 18 of Exhibit 6.1.
Exhibit 6.1 - Page 2 of 76
EXHIBIT 6.1 (A)
Property Management Agreement for
(1) Willowood and (2) Amberidge
Exhibit 6.1 - Page 3 of 76
ASSIGNMENT OF MANAGEMENT AGREEMENT
AND SUBORDINATION OF MANAGEMENT FEES
This ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Assignment”), is made, jointly and severally, as of November 21, 2016, by WILLOWOOD APARTMENTS OF FRANKFORT, LTD., a Kentucky limited partnership (“Willowood I Borrower”), WILLOWOOD APARTMENTS OF FRANKFORT, II, LTD., a Kentucky limited partnership (“Willowood II Borrower”; together with Willowood I Borrower, and their respective permitted successors and assigns, collectively, “Kentucky Borrower”), AMBERIDGE APARTMENTS OF ROSEVILLE, LTD., an Ohio limited partnership (together with its respective permitted successors and assigns, “Michigan Borrower”), CEDARWOOD APARTMENTS OF GOSHEN, LTD., an Ohio limited partnership (together with its respective permitted successors and assigns, “Indiana Borrower”), DOVER PLACE APARTMENTS OF EASTLAKE, LTD., an Ohio limited partnership (“Dover Place I Borrower”), DOVER PLACE APARTMENTS OF EASTLAKE, II, LTD., an Ohio limited partnership (“Dover Place II Borrower”), DOVER PLACE APARTMENTS OF EASTLAKE, III, LTD., an Ohio limited partnership (“Dover Place III Borrower”), and DOVER PLACE APARTMENTS OF EASTLAKE, IV LTD., an Ohio limited partnership (“Dover Place IV Borrower”; together with Dover Place I Borrower, Dover Place II Borrower and Dover Place III Borrower, and their respective permitted successors and assigns, collectively, “Ohio Borrower”; Ohio Borrower, Kentucky Borrower, Michigan Borrower and Indiana Borrower being hereinafter referred to collectively as “Borrower”), each having an address at c/o Reliance Global Holdings LLC, 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, to CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., a Delaware limited partnership, having an address at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (together with its successors and assigns, collectively “Lender”), and is consented and agreed to by EFFICIENT PROPERTY MANAGEMENT, LLC, a Delaware limited liability company, having an address at 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (together with its permitted successors and assigns, collectively “Manager”).
RECITALS:
A. Borrower, by its Promissory Note of even date herewith given to Lender (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Note”), is indebted to Lender in the principal sum of TWENTY-TWO MILLION ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($22,100,000.00) (the “Loan”) advanced pursuant to that certain Loan Agreement of even date herewith between Borrower and Lender (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”).
B. The Loan is secured by, among other things, that certain (i) Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of the date hereof, made by Ohio Borrower for the benefit of Lender (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Ohio Security Instrument”), which grants Lender a first priority lien on the property encumbered thereby and
Exhibit 6.1 - Page 4 of 76
known as Dover Place Apartments, located in Eastlake, Ohio (the “Ohio Property”), (ii) Mortgage, dated as of the date hereof, made by Michigan Borrower for the benefit of Lender (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Michigan Security Instrument”), which grants Lender a first priority lien on the property encumbered thereby and known as Amberidge Apartments, located in Roseville, Michigan (the “Michigan Property”), (iii) Mortgage, Assignment of Leases and Rents and Security Agreement, dated as of the date hereof, made by Kentucky Borrower for the benefit of Lender (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Kentucky Security Instrument”), which grants Lender a first priority lien on the property encumbered thereby and known as Willowood Apartments, located in Frankfort, Kentucky (the “Kentucky Property”), and (iv) Mortgage, Assignment of Leases and Rents and Security Agreement, dated as of the date hereof, made by Indiana Borrower for the benefit of Lender (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Indiana Security Instrument”; together with the Ohio Security Instrument, the Michigan Security Instrument and the Kentucky Security Instrument, collectively, the “Security Instrument”), which grants Lender a first priority lien on the property encumbered thereby and known as Cedarwood Apartments, located in Goshen, Indiana (the “Indiana Property”; together with the Ohio Property, the Michigan Property and the Kentucky Property, collectively, the “Property”). The Note, the Loan Agreement, the Security Instrument, this Assignment and any of the other documents evidencing or securing the Loan or executed or delivered in connection therewith (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time) are collectively referred to as the “Loan Documents”.
C. Pursuant to that certain Management Agreement, dated June 18, 2012, between Borrower and Manager (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Management Agreement”) (a true and correct copy of which is attached hereto as Exhibit “A”), Borrower employed Manager exclusively to rent, lease, operate and manage the Property and Manager is entitled to certain management fees (the “Management Fees”) thereunder.
D. Lender requires as a condition to the making of the Loan that Borrower assign the Management Agreement to Lender and that Manager subordinate its interest under the Management Agreement in lien and payment to the Security Instrument and the other Loan Documents as set forth below.
E. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.
NOW THEREFORE, in consideration of the above and the material promises contained in this Assignment, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Assignment of Management Agreement. As additional collateral security for the Loan, Borrower hereby conditionally transfers, sets over and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement, said transfer and
Exhibit 6.1 - Page 5 of 76
assignment to automatically become a present, unconditional assignment, at Lender’s option, upon the occurrence and during the continuation of an Event of Default.
2. Subordination of Management Agreement. The Management Agreement and any and all liens, rights and interests (whether xxxxxx or inchoate and including, without limitation, all mechanic’s and materialmen’s liens under applicable law) owed, claimed or held by Manager in and to the Property, are, and shall be in all respects, subordinate and inferior to the liens and security interests created, or to be created, for the benefit of Lender, and securing the Obligations under the Loan Agreement and the other Loan Documents, and all renewals, extensions, increases, supplements, amendments, modifications or replacements thereof.
3. Termination. At such time as the Obligations are satisfied and the Security Instrument is released or assigned of record, this Assignment and all of Lender’s right, title and interest hereunder with respect to the Management Agreement shall terminate.
4. Estoppel. Manager represents and warrants that (a) the Management Agreement is in full force and effect and has not been modified, amended or assigned other than pursuant to this Assignment, (b) neither Borrower nor Manager is in default under any of the terms, covenants or provisions of the Management Agreement and Manager knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Management Agreement, (c) neither Borrower nor Manager has commenced any action or given or received any notice for the purpose of terminating the Management Agreement, and (d) the Management Fees and all other sums due and payable to the Manager under the Management Agreement as of the date hereof have been paid in full.
5. Agreement by Borrower and Manager. Borrower and Manager hereby agree that upon the occurrence of an Event of Default during the term of this Assignment, or upon the occurrence of any event which would entitle Lender to terminate, or cause the termination of, the Management Agreement in accordance with the terms of the Loan Documents (a) Manager shall, at the request of Lender, continue to perform all of Manager’s obligations under and subject to the terms of the Management Agreement with respect to the Property, or (b) at the option of Lender exercised by written notice to Borrower and Manager, Borrower and Manager shall immediately terminate the Management Agreement and Manager shall transfer its responsibility for the management of the Property to a Qualified Manager selected by Borrower and reasonably approved by Lender.
6. Receipt of Management Fees. Borrower and Manager hereby agree that Manager shall not be entitled to receive any Management Fee or other fee, commission or other amount payable to Manager under the Management Agreement for and during any period of time that any Event of Default has occurred and is continuing; provided, however, that notwithstanding anything to the contrary (a) Manager shall not be obligated to return or refund to Lender any Management Fee or other fee, commission or other amount already received by Manager prior to the occurrence of the Event of Default, and to which Manager was entitled under this Assignment, (b) in the event Borrower loses possession of the Property in connection with the exercise by Lender of its rights or remedies pursuant to this Assignment, the Note, the Security Instrument, the Loan Agreement or the other Loan Documents, Manager shall be entitled to collect any Management Fee or other fee, commission or other amount accrued but
Exhibit 6.1 - Page 6 of 76
unpaid prior to the occurrence of the Event of Default, and to which Manager was entitled under this Assignment, and (c) if Manager continues to provide management services at the request or direction of Lender, Manager shall be entitled to be paid its Management Fees pursuant to the Management Agreement.
7. Consent and Agreement by Manager. Manager hereby acknowledges and consents to this Assignment and the terms and provisions of Section 3.1 of the Loan Agreement. Manager agrees that it will act in conformity with the provisions of this Assignment, the relevant provisions of the Loan Agreement and Lender’s rights hereunder or otherwise related to the Management Agreement. In the event that the responsibility for the management of the Property is transferred from Manager in accordance with the provisions hereof, Manager shall, and hereby agrees to, reasonably cooperate in transferring its responsibility to a new management company and effectuate such transfer no later than thirty (30) days from the date the Management Agreement is terminated. Further, Manager hereby agrees (a) not to contest or impede the exercise by Lender of any right it has under or in connection with this Assignment and (b) that it shall, in the manner provided for in this Assignment, give at least thirty (30) days prior written notice to Lender of its intention to terminate the Management Agreement or otherwise discontinue its management of the Property, and (c) not to amend any of the material provisions or terms of the Management Agreement without the prior consent of Lender. Subject to the terms of Section 6 hereof, Manager shall be entitled to collect from Borrower any Management Fee or other fee, commission or other amount accrued but unpaid prior to the transfer of the responsibility for the management of the Property to which Manager was entitled under this Assignment.
8. Lender’s Agreement. So long as no Event of Default has occurred and is continuing, Lender agrees to permit any sums due from Manager to Borrower under the Management Agreement to be paid directly by Manager to Borrower.
9. Further Assurances. Manager further agrees to (a) execute such affidavits and certificates as Lender shall reasonably require to further evidence the agreements herein contained, (b) on request from Lender, furnish Lender with copies of such information as Borrower is entitled to receive under the Management Agreement, and (c) reasonably cooperate with Lender’s representative in any inspection of all or any portion of the Property. Manager hereby acknowledges that some, or all, permits, licenses and authorizations necessary for the use, operation and maintenance of, and specifically applicable to (and only to) the Property (collectively, the “Permits”) may be held by, or on behalf of, the Manager. By executing this Agreement, Manager (i) agrees that it is holding or providing all such Permits for the benefit of Borrower and (ii) agrees that as security for the repayment of the Debt by Borrower in accordance with the Loan Agreement, to the extent permitted by applicable law, Manager hereby grants to Lender a security interest in and to the Permits. Moreover, Manager hereby agrees that, upon an Event of Default, it will assign the Permits to Lender if such Permits are assignable or otherwise continue to hold such Permits for the benefit of Lender until such time as Lender can obtain such Permits in its own name or the name of a nominee.
10. Assignment of Proceeds. Manager acknowledges that, as further security for the Note, (a) Borrower has executed and delivered to Lender an Assignment of Leases and Rents, dated as of the date hereof (as the same may be amended, restated, replaced, supplemented, or
Exhibit 6.1 - Page 7 of 76
otherwise modified from time to time, the “Assignment of Leases”), assigning to Lender, among other things, all of Borrower’s right, title and interest in and to all of the revenues of the Property, and (b) Borrower and Lender, among others, have entered into that certain Deposit Account Control Agreement of even date herewith (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Clearing Account Agreement”), pursuant to which Borrower has agreed that any Rents, and other income and proceeds from the Property are to be deposited directly into an account of the Lender established pursuant to the Clearing Account Agreement. In the event of a conflict between the terms hereof, on the one hand, and the terms of the Loan Agreement, the Assignment of Leases, the Clearing Account Agreement or any other Loan Document, on the other hand, the terms of the Loan Agreement, the Assignment of Leases, the Clearing Account Agreement or such other Loan Document, as applicable, shall govern and control.
11. Manager Not Entitled to Rents. Manager acknowledges and agrees that it is collecting and processing the Rents solely as the agent for Borrower and Manager has no right to, or title in, the Rents. Notwithstanding anything to the contrary in the Management Agreement, the Manager acknowledges and agrees that the Rents are the sole property of Borrower, encumbered by the lien of the Security Instrument and the other Loan Documents in favor of Lender. In any bankruptcy, insolvency or similar proceeding the Manager, on behalf of itself and on behalf of any trustee acting on behalf of the Manager, waives any claim to the Rents other than as such Rents may be used to pay the fees and compensation of Manager pursuant to the terms and conditions of the Management Agreement, subject to the terms hereof.
12. Governing Law. (a) This Assignment shall be governed in accordance with the terms and provisions of Section 10.3 of the Loan Agreement.
(b) WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THIS AGREEMENT (EACH, A “PROCEEDING”), BORROWER AND MANAGER EACH IRREVOCABLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS HAVING JURISDICTION IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX AND STATE OF NEW YORK, AND (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDING BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT ANY PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. NOTHING IN THIS AGREEMENT SHALL PRECLUDE LENDER FROM BRINGING A PROCEEDING IN ANY OTHER JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY ONE OR MORE JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING IN ANY OTHER JURISDICTION. BORROWER AND MANAGER EACH FURTHER AGREES AND CONSENTS THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY PROCEEDING IN ANY NEW YORK STATE OR UNITED STATES COURT SITTING IN XXX XXXX XX XXX XXXX XXX XXXXXX XX XXX XXXX MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO BORROWER OR MANAGER AT THE ADDRESS INDICATED IN THIS AGREEMENT, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT;
Exhibit 6.1 - Page 8 of 76
EXCEPT THAT IF BORROWER OR MANAGER SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.
13. Notices. All notices, demands, requests, consents, approvals or other communications (any of the foregoing, a “Notice”) required, permitted or desired to be given hereunder shall be in writing and shall be sent by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or by reputable overnight courier, addressed to the party to be so notified at its address hereinafter set forth, or to such other addresses as such party may hereafter specify in accordance with the provisions of this Section 12. Any Notice shall be deemed to have been received: (a) three (3) days after the date such Notice is mailed, (b) on the date of delivery by hand if delivered during business hours on a Business Day (otherwise on the next Business Day), and (c) on the next Business Day if sent by an overnight commercial courier, in each case addressed to the parties as follows:
| If to Lender: | Cantor Commercial Real Estate Lending, L.P. | |
| 000 Xxxx 00xx Xxxxxx | ||
| Xxx Xxxx, Xxx Xxxx 00000 | ||
| Attention: Legal Department | ||
| with a copy to: | Winston & Xxxxxx LLP | |
| 000 Xxxx Xxxxxx | ||
| Xxx Xxxx, Xxx Xxxx 00000 | ||
| Attention: Xxxxx X. Xxxxxxx, Esq. | ||
| If to Borrower: | c/o Reliance Global Holdings LLC | |
| 00 Xxxx Xxxxxx, 00xx Xxxxx | ||
| Xxx Xxxx, Xxx Xxxx 00000 | ||
| Attention: Xxxxxx Xxxxxx, Esq. | ||
| With a copy to: | Xxxxx Peabody LLP | |
| 000 Xxxxxxx Xxxxxx | ||
| Xxx Xxxx, XX 00000-0000 | ||
| Attention: Dino Fazilbegu, Esq. | ||
| If to Manager: | Efficient Property Management | |
| 00 Xxxx Xxxxxx, 00xx Xxxxx | ||
| Xxx Xxxx, Xxx Xxxx 00000 | ||
| Attention: Xxxxxx Xxxxxx |
Notwithstanding the foregoing, any party may change the address to which any such Notice is to be delivered, by furnishing ten (10) days written notice of such change to the other parties in accordance with the provisions of this Section 12. Notices shall be deemed to have been given on the date they are actually received; provided, however, that the inability to deliver Notices because of a changed address of which no Notice was given, or rejection or refusal to accept any Notice offered for delivery, shall be deemed to be receipt of the Notice as of the date of such
Exhibit 6.1 - Page 9 of 76
inability to deliver or rejection or refusal to accept delivery. Notice for either party may be given by its respective counsel. Additionally, Notice from Lender may also be given by Servicer.
14. Waiver Of Trial By Jury. LENDER, BORROWER AND MANAGER EACH AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND FOREVER WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST, WITH REGARD TO THIS ASSIGNMENT, THE NOTE, THE SECURITY INSTRUMENT OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND MANAGER AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY EACH OF LENDER, BORROWER AND MANAGER.
15. No Oral Change. This Assignment, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Lender, Borrower or Manager, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.
16. Number and Gender; Successors and Assigns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the Person or Persons referred to may require. This Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Lender shall have the right to assign or transfer its rights under this Assignment in connection with any assignment of the Loan and the Loan Documents. Any assignee or transferee of Lender shall be entitled to all the benefits afforded to Lender under this Assignment. Neither Borrower nor Manager shall have the right to assign or transfer its rights or obligations under this Assignment without the prior written consent of Lender, and any attempted assignment without such consent shall be null and void.
17. Inapplicable Provisions. If any provision of this Assignment is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Assignment such provision shall be fully severable and this Assignment shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Assignment, and the remaining provisions of this Assignment shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Assignment, unless such continued effectiveness of this Assignment, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.
18. Headings, Etc. The headings and captions of various sections of this Assignment are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.
Exhibit 6.1 - Page 10 of 76
19. Duplicate Originals, Counterparts. This Assignment may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Assignment may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Assignment. The failure of any party hereto to execute this Assignment, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder.
20. Secondary Market. Lender may sell, transfer and deliver the Note and assign the Security Instrument, this Assignment and the other Loan Documents to one or more investors in the secondary mortgage market (“Investors”). In connection with such sale, Lender may retain or assign responsibility for servicing the Loan, including the Note, the Security Instrument, this Assignment and the other Loan Documents, or may delegate some or all of such responsibility and/or obligations to a servicer, including, but not limited to, any subservicer or master servicer, on behalf of the Investors. All references to Lender herein shall refer to and include any such servicer to the extent applicable.
21. Lender’s Reliance on Representations. Borrower and Manager have executed this Assignment in order to induce Lender to accept the Security Instrument and the Loan Documents and with full knowledge that Lender shall rely upon the representations, warranties and agreements herein contained, and that but for this Assignment and the representations, warranties and agreements herein contained, Lender would not take such actions.
22. Miscellaneous. (a) Wherever pursuant to this Assignment (i) Lender exercises any right given to it to approve or disapprove any matter, (ii) any arrangement or term is to be satisfactory to Lender, or (iii) any other decision or determination is to be made by Lender, the decision of Lender to approve or disapprove such matter, all decisions that arrangements or terms are satisfactory or not satisfactory to Lender and all other decisions and determinations made by Lender, shall be in the sole and absolute discretion of Lender and shall be final and conclusive, except as may be otherwise expressly and specifically provided herein.
(b) Wherever pursuant to this Assignment it is provided that Borrower shall pay any costs and expenses, such costs and expenses shall include, but not be limited to, reasonable legal fees and disbursements of Lender.
23. Manager Acknowledgment. Manager hereby agrees that, notwithstanding any provision to the contrary set forth herein or in the Management Agreement, Manager shall comply, to the extent applicable, with the applicable provisions of the Loan Agreement and the Clearing Account Agreement, final copies of which Manager acknowledges receiving.
24. Inconsistencies. In the event of any inconsistency between the terms and conditions hereof and the terms and conditions of the Management Agreement, the terms and conditions set forth in this Assignment shall govern.
25. Joint and Several Liability. If Borrower consists of more than one person or entity, each shall be jointly and severally liable to perform the obligations of Borrower under this Assignment.
[The Remainder of the Page is Intentionally Blank]
Exhibit 6.1 - Page 11 of 76
EXHIBIT “A”
[Management Agreement]
EXHIBIT 6.1 (B)
Property
Management Agreement for (1)
Ashgrove, (2) Beckford Place, (3) Xxxxxxx Court,
(4) Carleton Court, (5) Elmwoods, (6) Forsythia
Court, (7) Hayfield Park, (8) Laurel Bay, (9)
Meadowood, (10) River Xxxx, (11) Slate Run,
(12) Xxxxx Ridge, and (13) Wood Trail
