Common use of Assignment of Management Agreement Clause in Contracts

Assignment of Management Agreement. Owner shall have the right to collaterally assign to any Qualified Lender, as additional security for the indebtedness evidenced by a Qualified Loan, all of Owner's right, title and interest in and to this Agreement, including the right to all distributions payable to Owner hereunder. If, pursuant to any such assignment (or subsequent loan documentation entered into between Owner and a Qualified Lender with a similar purpose), and provided that Operator has previously received a copy of such assignment and such subsequent documentation, Operator may receive (from time to time) a notice or notices from such Qualified Lender directing Operator to pay to such Qualified Lender subsequent distributions under Section 9.01C of this Agreement which would otherwise be payable to Owner, Operator shall comply with any such notice. Operator shall continue to make payments in compliance with any such notice from such Qualified Lender until Operator receives written instructions to the contrary from such Qualified Lender. Owner hereby gives its consent to any such payments by Operator to such Qualified Lender which are in compliance with any such notice. The foregoing consent by Owner shall be deemed to be irrevocable until the entire Qualified Loan has been discharged, as evidenced either by the recordation of a satisfaction or release executed by such Qualified Lender, or by the delivery of a written statement to that effect from such Qualified Lender to Operator. Operator shall comply with the direction set forth in any such notice without any necessity to investigate why such Qualified Lender sent such notice, or to confirm whether or not Owner is in fact in default under the terms of such Qualified Loan. If Operator receives such notices from more than one Qualified Lender, Operator shall (at its option) either (i) comply with the provisions of the notice sent by the Qualified Lender whose Qualified Loan has the senior lien priority, or (ii) institute Litigation for a declaratory judgment to determine to whom payments under this Agreement shall be made (in which case, the costs and expenses of such Litigation, including attorneys' fees, shall be Operating Expenses).

Assignment of Management Agreement. Owner shall have the right to collaterally assign to any Qualified Lender, as additional security for the indebtedness evidenced by a Qualified Loan, all of Owner's right, title and interest in and to this Agreement, including the right to all distributions payable to Owner hereunderpursuant to Article V thereof. If, pursuant to any such assignment (or subsequent loan documentation entered into between Owner and a Qualified Lender with a similar purpose), and provided that Operator Management Company has previously received a copy of such assignment and such subsequent documentation, Operator Management Company may receive (from time to time) a notice or notices from such Qualified Lender directing Operator Management Company to pay to such Qualified Lender subsequent distributions under Section 9.01C Article V of this Agreement which would otherwise be payable to Owner, Operator Management Company shall comply with any such notice. Operator Management Company shall continue to make payments in compliance with any such notice from such Qualified Lender until Operator Management Company receives written instructions to the contrary from such Qualified Lender. Owner hereby gives its consent to any such payments by Operator Management Company to such Qualified Lender which are in compliance with any such notice. The foregoing consent by Owner shall be deemed to be irrevocable until the entire Qualified Loan has been discharged, as evidenced either by the recordation of a satisfaction or release executed by such Qualified Lender, or by the delivery of a written statement to that effect from such Qualified Lender to OperatorManagement Company. Operator Management Company shall comply with the direction set forth in any such notice without any necessity to investigate why such Qualified Lender sent such notice, or to confirm whether or not Owner is in fact in default under the terms of such Qualified Loan. If Operator Management Company receives such notices from more than one Qualified Lender, Operator Management Company shall (at its option) either (i) comply with the provisions of the notice sent by the Qualified Lender whose Qualified Loan has the senior lien priority, or (ii) institute Litigation for a declaratory judgment to determine to whom payments under this Agreement shall be made (in which case, the costs and expenses of such Litigation, including attorneys' fees, shall be Operating ExpensesDeductions).

Assignment of Management Agreement. Owner shall have has, pursuant to the right ---------------------------------- applicable provisions of the Mortgage, collaterally assigned to collaterally assign to any Qualified LenderMortgagee, as additional security for the indebtedness evidenced by a Qualified Loanthe Mortgage, all of Owner's right, title and interest in and to this the Management Agreement, including the right to all distributions payable to Owner hereunderLessee pursuant thereto. If, pursuant to any such assignment (or subsequent loan documentation entered into between Owner and a Qualified Lender with a similar purpose), and provided Manager hereby acknowledges that Operator it has previously received been given a copy of such assignment the foregoing assignment. Owner and such subsequent documentationManager hereby acknowledge and agree that, Operator upon the occurrence of a default under the Loan Agreement or Mortgage, Mortgagee may receive (from time to time) give Manager a notice or notices from such Qualified Lender directing Operator Manager to pay to such Qualified Lender Mortgagee subsequent distributions under Section 9.01C of this Article V or other applicable provisions under the Management Agreement which that would otherwise be payable to OwnerLessee, Operator shall and Manager agrees to comply with any such notice. Operator Manager shall continue to make payments in compliance with any such notice from such Qualified Lender Mortgagee until Operator Manager receives written instructions to the contrary from such Qualified LenderMortgagee. Owner and Lessee hereby gives its give consent to any such payments by Operator Manager to such Qualified Lender which Mortgagee that are in compliance with any such notice. The foregoing consent consents by Owner and Lessee shall be deemed to be irrevocable until the entire Qualified Loan debt secured by the Mortgage has been discharged, as evidenced either by the recordation of a satisfaction or release executed by such Qualified LenderMortgagee, or by the delivery of a written statement to that effect from such Qualified Lender Mortgagee to OperatorManager. Operator It is understood that Manager shall comply with the direction set forth in any such notice without any necessity to investigate why such Qualified Lender sent Mortgagee's reasons for sending such notice, or to confirm whether or not Owner is in fact in default under the terms of such Qualified Loan. If Operator receives such notices from more than one Qualified Lender, Operator shall (at its option) either (i) comply with the provisions of the notice sent by the Qualified Lender whose Qualified Loan has the senior lien priority, Agreement or (ii) institute Litigation for a declaratory judgment to determine to whom payments under this Agreement shall be made (in which case, the costs and expenses of such Litigation, including attorneys' fees, shall be Operating Expenses)Mortgage.

Assignment of Management Agreement. Owner shall have the right to collaterally assign to any Qualified Lender, as additional security for the indebtedness evidenced by a Qualified Loan, all of Owner's right, title and interest in and to this Agreement, including the right to all distributions payable to Owner hereunder. If, pursuant to any such assignment (or subsequent loan documentation entered into between Owner and a Qualified Lender with a similar purpose), and provided that Operator has previously received a copy of such assignment and such subsequent documentation, Operator may receive (from time to time) a notice or notices from such Qualified Lender directing Operator to pay to such Qualified Lender subsequent distributions under Section 9.01C of this Agreement which would otherwise be payable to Owner, Operator shall comply with any such notice. Operator shall continue to make payments in compliance with any such notice from such Qualified Lender until Operator receives written instructions to the contrary from such Qualified Lender. Owner hereby gives its consent to any such payments by Operator to such Qualified Lender which are in compliance with any such notice. The foregoing consent by Owner shall be deemed to be irrevocable until the entire Qualified Loan has been discharged, as evidenced either by the recordation of a satisfaction or release executed by such Qualified Lender, or by the delivery of a written statement to that effect from such Qualified Lender to Operator. Operator shall comply with the direction set forth in any such notice without any necessity to investigate why such Qualified Lender sent such notice, or to confirm whether or not Owner is in fact in default under the terms of such Qualified Loan. If Operator receives such ------------------------------------------------------------------------------- FORM OF OPERATING AGREEMENT [DATE], PAGE 26 notices from more than one Qualified Lender, Operator shall (at its option) either (i) comply with the provisions of the notice sent by the Qualified Lender whose Qualified Loan has the senior lien priority, or (ii) institute Litigation for a declaratory judgment to determine to whom payments under this Agreement shall be made (in which case, the costs and expenses of such Litigation, including attorneys' fees, shall be Operating Expenses).