Common use of Management of Mortgaged Property Clause in Contracts

Management of Mortgaged Property. (i) Each Mortgaged Property shall be managed at all times by the current Manager or another manager reasonably satisfactory to Lender, pursuant to a Management Agreement. Any such Manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayed. The Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed approved by Lender in all respects. Borrower shall cause the Manager of the Mortgaged Property to agree that such Manager’s Management Agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the Mortgages. A Management Agreement may be terminated or assigned by the Manager (1) by Borrower at any time in accordance with the provisions of such Management Agreement so long as a successor or assignee Manager as specified below shall have been appointed and approved and such successor Manager has (i) entered into (or assumed) a Management Agreement in form and substance approved by Lender, which approval shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a Manager’s Subordination to Lender, and (2) by Lender upon thirty (30) days’ prior written notice to Borrower and the Manager (a) upon the occurrence and continuation of an Event of Default or (b) if the Manager commits any act which would permit termination under the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect to the Manager. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such a Rating Confirmation. Borrower further covenants and agrees that any manager of Mortgaged Property shall at all times while any Indebtedness is outstanding maintain worker’s compensation insurance as required by Governmental Authorities. (ii) Borrower further covenants and agrees that each Mortgaged Property shall be operated pursuant to the Management Agreement and that Borrower shall: (w) promptly perform and/or observe all of the material covenants and agreements required to be performed and observed by it under the Management Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (x) promptly notify Lender of any material default under the Management Agreement of which it is aware; (y) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice and report received by it under the Management Agreement, including, but not limited to, financial statements; and (z) promptly enforce the performance and observance of the covenants and agreements required to be performed and/or observed by the Manager under the Management Agreement.

Management of Mortgaged Property. (i) Each The Mortgaged Property shall be managed at all times by the current Manager or another manager reasonably satisfactory to approved by Lender, pursuant to a the Management Agreement. Any such Manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayed. The Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed approved by Lender in all respects. Borrower shall cause the Manager of the Mortgaged Property to agree that such Manager’s Management Agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the Mortgages. A Management Agreement may be terminated or assigned by the Manager (1) by the First Mortgage Borrower at any time in accordance with the provisions of such the Management Agreement so long as a successor or assignee Manager manager as specified below shall have been appointed and approved and such successor Manager manager has (i) entered into (or assumed) a management agreement substantially in the form of the Management Agreement in form and substance entered into by the previous manager, subject to any modifications approved by Lender, which approval shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a the Manager’s Subordination Consent to Lender, and (2) subject to the provisions of the First Mortgage Loan Documents, by Lender upon thirty (30) days’ prior written notice to Borrower and the Manager (a) upon the occurrence and continuation of an Event of Default or (b) if the Manager commits any act which would permit termination under the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect to the Manager. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such a Rating Confirmation. Borrower further covenants and agrees that any manager of the Mortgaged Property shall at all times while any Indebtedness is outstanding maintain worker’s compensation insurance as required by Governmental Authorities. (ii) Borrower further covenants and agrees that each it shall cause the Mortgaged Property shall to be operated pursuant to the Management Agreement and that Borrower shall: (w) cause First Mortgage Borrower to promptly perform and/or observe all of the material covenants and agreements required to be performed and observed by it under the Management Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (x) promptly notify the Lender of any material default under the Management Agreement of which it is aware; (y) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice and report received by it under the Management Agreement, including, but not limited to, financial statements; and (z) promptly enforce the performance and observance in all material respects of the covenants and agreements required to be performed and/or observed by the Manager under the Management Agreement.

Management of Mortgaged Property. (i) Each Mortgaged Property shall be managed at all times by the current Manager or another manager reasonably satisfactory to Lender, pursuant to a Management Agreement. Any such Manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayed. The Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed approved by Lender in all respects. Borrower shall cause the Manager of the Mortgaged Property to agree that such Manager’s Management Agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the Mortgages. A Management Agreement may be terminated or assigned by the Manager (1) by Borrower at any time in accordance with the provisions of such Management Agreement so long as a successor or assignee Manager as specified below shall have been appointed and approved and such successor Manager has (i) entered into (or assumed) a Management Agreement in form and substance approved by Lender, which approval shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a Manager’s Subordination to Lender, and (2) by Lender upon thirty (30) days’ prior written notice to Borrower and the Manager (a) upon the occurrence and continuation of an Event of Default or (b) if the Manager commits any act which would permit termination under the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect to the Manager. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such a Rating Confirmation. Borrower further covenants and agrees that any manager of Mortgaged Property shall at all times while any Indebtedness is outstanding maintain worker’s compensation insurance as required by Governmental Authorities. (ii) Borrower further covenants and agrees that each Mortgaged Property shall be operated pursuant to the Management Agreement and that Borrower shall: (w) promptly perform and/or observe all of the material covenants and agreements required to be performed and observed by it under the Management Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (x) promptly notify Lender of any material default under the Management Agreement of which it is aware; (y) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice and report received by it under the Management Agreement, including, but not limited to, financial statements; and (z) promptly enforce the performance and observance of the covenants and agreements required to be performed and/or observed by the Manager under the Management Agreement.

Management of Mortgaged Property. (i) Each The Mortgaged Property shall be managed at all times by the current Manager or another manager reasonably satisfactory to Lender, pursuant to a Management Agreement. Any such Manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayed. The Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed approved by Lender in all respects. Borrower shall cause the Manager of the Mortgaged Property to agree that such Manager’s Management Agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the MortgagesMortgage. A Management Agreement may be terminated or assigned by the Manager (1) by Borrower at any time in accordance with the provisions of such Management Agreement so long as a successor or assignee Manager as specified below shall have been appointed and approved and such successor Manager has (i) entered into (or assumed) a Management Agreement in form and substance approved by Lender, which approval shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a Manager’s Subordination to Lender, and (2) by Lender upon thirty (30) days’ prior written notice to Borrower and the Manager (a) upon the occurrence and continuation of an Event of Default or (b) if the Manager commits any act which would permit termination under the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect to the Manager). Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any consent or approval requested of Lender under this Section may (if a Securitization has occurred) be conditioned by Lender, at Lender’s discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such a Rating Confirmation. Borrower further covenants and agrees that any manager of Mortgaged Property shall at all times while any Indebtedness is outstanding maintain worker’s compensation insurance as required by Governmental Authorities. (ii) Borrower further covenants and agrees that each the Mortgaged Property shall be operated pursuant to the Management Agreement and that Borrower shall: (w) promptly perform and/or observe all of the material covenants and agreements required to be performed and observed by it under the Management Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (x) promptly notify Lender of any material default under the Management Agreement of which it is aware; (y) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice and report received by it under the Management Agreement, including, but not limited to, financial statements; and (z) promptly enforce the performance and observance of the covenants and agreements required to be performed and/or observed by the Manager under the Management Agreement.

Management of Mortgaged Property. (i) Each The Mortgaged Property shall be managed at all times by the current Manager or another manager reasonably satisfactory to LenderAgent, pursuant to a Management Agreement. Any such Manager manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Managermanager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender Agent has approved such Manager manager and such terms, which approval shall not be unreasonably withheld or delayed. The Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed approved by Lender in all respects. Borrower shall cause the Manager manager of the Mortgaged Property to agree that such Managermanager’s Management Agreement management agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the MortgagesMortgage. A Management Agreement may be terminated or assigned by the Manager (1) by Borrower at any time in accordance with the provisions of such Management Agreement so long as a successor or assignee Manager manager as specified below shall have been appointed and approved and such successor Manager manager has (i) entered into (or assumed) a Management Agreement in form and substance Agreement, subject to any modifications approved by LenderAgent, which approval shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a the Manager’s Subordination to LenderAgent, and (2) by Lender Agent upon thirty (30) days’ prior written notice to Borrower and the Manager (a) upon the occurrence and continuation of an Event of Default or (b) if the Manager commits any act which would permit termination under the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect to the Manager. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Agent’s prior written consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, any successor manager selected hereunder by Lender Agent or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Notwithstanding anything herein to the contrary, if the Loan has been included in a Secondary Market Transaction in which Securities are issued, neither the Agent or Borrower may from time to time shall appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consentor replacement manager, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s discretion, upon Borrower without first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such having obtained a Rating Confirmation. Borrower further covenants and agrees that any manager of Mortgaged Property shall at all times while any Indebtedness is outstanding maintain worker’s compensation insurance as required by Governmental Authorities. (ii) Borrower further covenants and agrees that each the Mortgaged Property shall be operated pursuant to the Management Agreement and that Borrower shall: (w) promptly perform and/or observe all of the material covenants and agreements required to be performed and observed by it under the Management Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (x) promptly notify Lender the Agent of any material default under the Management Agreement of which it is aware; (y) promptly deliver to Lender the Agent a copy of each financial statement, business plan, capital expenditures plan, notice and report received by it under the Management Agreement, including, but not limited to, financial statements; and (z) promptly enforce the performance and observance of the covenants and agreements required to be performed and/or observed by the Manager under the Management Agreement.

Management of Mortgaged Property. Each Borrower covenants and agrees with Lender that (i) Each Mortgaged its Individual Property shall will be managed at all times (A) by the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Penn Manager pursuant to the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Penn Management Agreement with respect to the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Penn Property or by the Related Consultant with respect to the Individual Property identified on Schedule D as the Radisson Inn New Orleans located in Kennar, Louisiana pursuant to the applicable Related Consulting Agreement or (B) in consultation with the Related Consultant pursuant to the Related Consulting Agreement with respect to each other Individual Property, (ii) immediately upon the occurrence of a fifty percent (50%) or more change in control of the Related Consultant (a "Consultant Control Change"), Borrower will promptly give Lender notice thereof (a "Consultant Control Notice") and (iii) any Related Consulting Agreement may be terminated by Lender (A) For Cause (as defined below) at any time, (B) at any time after the occurrence and during the continuance of an Event of Default with respect to any amounts payable hereunder or under the Note, the Mortgage or the other Loan Documents, (C) upon commencement of any foreclosure proceeding with respect to the applicable Individual Property and (D) after any Consultant Control Change with respect to the applicable Consultant if the Rating Agency has failed to confirm, after written request, in writing that as a result of such Consultant Control Change the then current Manager rating of the Certificates will not be downgraded, withdrawn or another manager reasonably satisfactory otherwise adversely affected. Upon such termination, a substitute managing agent shall be appointed by the applicable Borrower, subject to Lender's approval, pursuant in Lender's sole discretion, for such Individual Property. As used in this subsection (j), the term "control", means the possession, directly or indirectly, of the power to a Management direct or cause the direction of the management and policies of Consultant, whether through ownership of voting securities, by contract or otherwise, and the term "For Cause" means on account of Consultant's gross negligence, willful misconduct or fraud or Consultant's default beyond the expiration of any applicable notice or grace period in the performance of its obligations under the applicable Consulting Agreement. Any such Manager may The Consulting Agreements shall be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayed. The Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed approved by Lender in all respects. Borrower shall cause the Manager of the Mortgaged Property to agree that such Manager’s Management Agreement is subject and subordinate in all respects to the Indebtedness Lien and to the Lien terms, covenants and provisions of the Mortgages. A Management Agreement may be terminated or assigned by Mortgage and the Manager (1) by Borrower at any time other Loan Documents in accordance with those certain Assignments of Consulting Agreements, dated as of the provisions date hereof. Provided no Event of Default has occurred and is then continuing hereunder, Consultant shall be entitled to collect fees under the Consulting Agreement, provided that any such Management Agreement so long as a successor fees in excess of four percent (4%) of Revenues shall not be paid or assignee Manager as specified below collected unless all amounts then payable under the Loan Documents shall have been appointed paid in full and approved Operating Expenses are being paid consistent with Borrowers' practices in effect as of the Closing Date and such successor Manager has (i) entered into (or assumed) a Management Agreement in form and substance approved by Lender, which approval Borrowers shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a Manager’s Subordination to Lender, and (2) by Lender upon thirty (30) days’ prior written notice to Borrower and the Manager (a) upon the occurrence and continuation of an Event of Default or (b) if the Manager commits any act which would permit termination under the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect to the Manager. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consent, such consent not reasonably expect future Revenue to be unreasonably withheldinsufficient to pay Operating Expenses accrued or thereafter accruing. Borrower acknowledges Borrowers further covenant and agrees agree that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s discretion, upon Borrower first obtaining a Rating Confirmation with respect Borrowers shall require the Consultant to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such a Rating Confirmation. Borrower further covenants and agrees that any manager of Mortgaged Property shall maintain at all times while any Indebtedness is outstanding maintain during the term of the Loan worker’s 's compensation insurance as required by Governmental Authorities. (ii) . Each Borrower further covenants and agrees that each Mortgaged Property shall be operated pursuant to the Management Agreement and that Borrower shall: (w) promptly perform and/or observe all of the material covenants and agreements required to be performed and observed by it its obligations under the Management Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (x) promptly notify Lender of any material default under the Management Agreement of which it is aware; (y) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice and report received by it under the Management Agreement, including, but not limited to, financial statements; and (z) promptly enforce the performance and observance of the covenants and agreements required to be performed and/or observed by the Manager under the Management AgreementConsulting Agreements.

Management of Mortgaged Property. (i) Each Mortgaged Property shall Facility will be managed at all times by the current Manager or another manager reasonably satisfactory to Lender, pursuant to a the Management AgreementAgreement unless terminated as herein provided. Any such Manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval Management agreement shall not be unreasonably withheld or delayed. The Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed approved by Lender in all respects. Borrower shall cause the Manager of the Mortgaged Property to agree that such Manager’s Management Agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the Mortgages. A Management Agreement may be terminated or assigned by the Manager (1) by Borrower or the relevant Operator, if any, as applicable, at any time in accordance with the provisions of such Management Agreement so long as a successor or assignee Manager as specified below shall have been appointed and approved and such successor Manager has (i) entered into (or assumed) a Management Agreement in form and substance approved by Lender's request, which approval shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a Manager’s Subordination to Lender, and (2) by Lender upon thirty (30) days’ days prior written notice to Borrower and the Manager (ai) upon the occurrence and continuation of an Event of Default or Default, (bii) if the Manager commits any act which would permit termination by Borrower or the relevant Operator, as applicable, under the Management Agreement or (iii) if as of the last day of any calendar quarter, the Adjusted Net Operating Income for all the Facilities remaining subject to any applicable noticethe Mortgages at such time, grace computed on the basis of the prior twelve (12) calendar months, is less than the product of (x) seventy-five percent (75%) and cure periods provided in (y) the Management Agreementaggregate Adjusted Net Operating Income as of the Third Amendment Closing Date (as set forth on Schedule 2 attached hereto) or (c) if a change of majority control occurs with respect for the Facilities then subject to the ManagerMortgages and remains less than such seventy-five percent (75%) of the Adjusted Net Operating Income for three (3) consecutive months computed in each case on the basis of the prior twelve (12) calendar months. If a manager is terminated pursuant hereto, Borrower shall immediately seek to appoint a replacement manager acceptable to Lender in Lender's discretion, and Borrower's failure to appoint an acceptable manager within sixty (60) days after Lender's request of Borrower to terminate any Management Agreement shall constitute an immediate Event of Default. Borrower may from time to time appoint a successor manager to manage the relevant Facilities, which successor manager shall be approved in writing by Lender in Lender's reasonable discretion. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to manage the Mortgaged Property serve as Manager (i) shall be a reputable management company having substantial at least seven (7) years' experience in the management of real property of a commercial properties with similar type, size uses as the Facilities and quality in the state jurisdictions in which the Mortgaged Property is located. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges relevant Facility or Facilities are located and agrees that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender (ii) shall not be deemed to be acting unreasonably paid management fees in requiring such a Rating Confirmation. Borrower further covenants and agrees that any manager excess of Mortgaged Property shall at all times while any Indebtedness is outstanding maintain worker’s compensation insurance as required by Governmental Authoritiesfees which are market fees for comparable managers of comparable properties in the same geographic area. (ii) Borrower further covenants and agrees that each Mortgaged Property shall be operated pursuant to the Management Agreement and that Borrower shall: (w) promptly perform and/or observe all of the material covenants and agreements required to be performed and observed by it under the Management Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (x) promptly notify Lender of any material default under the Management Agreement of which it is aware; (y) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice and report received by it under the Management Agreement, including, but not limited to, financial statements; and (z) promptly enforce the performance and observance of the covenants and agreements required to be performed and/or observed by the Manager under the Management Agreement.

Management of Mortgaged Property. (i) Each Mortgaged Property shall Borrower's Facility will be managed at all times by the current a Manager or another manager reasonably satisfactory to Lender, pursuant to a Management Agreement. Any such Manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayed. The Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed approved by Lender in all respects. Borrower shall cause the Manager of the Mortgaged Property to agree that such Manager’s Management Agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the Mortgages. A Management Agreement may be terminated or assigned by the Manager (1) by Borrower at any time in accordance with the provisions of such Management Agreement so long as a successor or assignee Manager as specified below shall have been appointed and approved and such successor Manager has (i) entered into (or assumed) a Management Agreement in form and substance approved by Lender, which approval shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a Manager’s Subordination to Lender, and (2) by Lender upon thirty (30) days’ prior written notice to Borrower and the Manager Management (a) upon the occurrence and continuation continuance of an Event of Default or Default, (b) if the Manager commits any act which would permit termination by the relevant Borrower under the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect to the Manager. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management event that the Adjusted Net Operating Income for all Facilities calculated as of real property the end of any Interest Accrual Period, computed on the basis of the prior twelve (12) months, is less than 80% of the Base NOI for all Facilities, provided that, under a similar typetermination under clause (c), size and quality Borrower shall have thirty (30) days to find a replacement Manager acceptable to Lender in the state in which the Mortgaged Property is locatedLender's sole discretion. A Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with its Facility which successor manager shall be satisfactory to Lender in Lender’s prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s 's discretion, upon as evidenced in writing. Notwithstanding the foregoing, any successor property manager selected hereunder by Lender or any Borrower first obtaining to serve as Manager shall be a Rating Confirmation with respect to reputable management company having at least seven years' experience in the management of nursing homes in the state in which such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such a Rating Confirmation. Borrower further covenants and agrees that any manager of Mortgaged Property shall at all times while any Indebtedness Facility is outstanding maintain worker’s compensation insurance as required by Governmental Authoritieslocated. (ii) Borrower further covenants and agrees that each Mortgaged Property ▇▇▇▇▇▇▇ will be operated at all times by an Operator pursuant to a Master Lease unless terminated as herein provided. Such Master Lease shall be operated pursuant terminated by Borrower, at Lender's request, upon 30 days prior written notice to ▇▇▇▇▇▇▇ and Operator (a) upon the Management Agreement occurrence and continuance of an Event of Default, (b) if Operator commits any act which would permit termination by ▇▇▇▇▇▇▇ under the Master Lease or (c) in the event that Borrower shall: (w) promptly perform and/or observe the Adjusted Net Operating Income for all Facilities calculated as of the material covenants and agreements required to be performed and observed by it under the Management Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (x) promptly notify Lender end of any material default Interest Accrual Period, computed on the basis of the prior twelve (12) months, is less than 80% of the Base NOI for all Facilities, provided that, under the Management Agreement of which it is aware; a termination under clause (yc), Borrower shall have thirty (30) promptly deliver days to find a replacement Operator acceptable to Lender in Lender's sole discretion.. ▇▇▇▇▇▇▇ may from time to time appoint a copy of each financial statementsuccessor operator to operate its Facility which successor operator shall be satisfactory to Lender in Lender's discretion, business plan, capital expenditures plan, notice and report received by it under the Management Agreement, including, but not limited to, financial statements; and (z) promptly enforce the performance and observance of the covenants and agreements required to be performed and/or observed by the Manager under the Management Agreementas evidenced in writing.

Management of Mortgaged Property. (i) Each The Mortgaged Property shall be managed at all times by the current Manager or another manager reasonably satisfactory to LenderAgent, pursuant to a Management Agreement. Any such Manager ; PROVIDED, that notwithstanding the foregoing, management of the Mortgaged Property may be transferred to Borrower or a successor manager that is an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayed. The Management Agreement, dated as of the date hereof, between the Borrower without the Agent's approval, so long as such manager, if an Affiliate, is paid a management fee at a market rate and the Manager is deemed approved by Lender in all respectsdelivers a Manager's Subordination. Borrower shall cause the Manager any manager of the Mortgaged Property to agree that such Manager’s Management Agreement manager's management agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the MortgagesMortgage. A Management Agreement may be terminated or assigned by the Manager (1) by Borrower at any time in accordance with the provisions of such Management Agreement so long as a successor or assignee Manager as specified below manager shall have been appointed and approved and such successor Manager manager has (i) entered into (or assumed) a Management Agreement in form and substance Agreement, subject to any modifications approved by LenderAgent, which approval shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a Manager’s Subordination to Lender, and (2) by Lender upon thirty (30) days’ prior written notice to Borrower and the Manager be (a) upon the occurrence and continuation of an Event of Default or (b) if the Manager commits any act which would permit termination under the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect to the Manager. Borrower shall cooperate with the transfer of management to a successor manager appointed by Agent at any time pursuant to the preceding sentence. Subject to the first sentence of this SECTION 5.1(Q)(I), Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Agent's prior written consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, any successor manager selected hereunder by Lender Agent or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Notwithstanding anything herein to the contrary, if the Loan has been included in a Secondary Market Transaction in which Securities are issued, neither the Agent or Borrower may from time to time shall appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consentor replacement manager, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s discretion, upon Borrower without first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such having obtained a Rating Confirmation. Borrower further covenants and agrees that any manager of Mortgaged Property shall at all times while any Indebtedness is outstanding maintain worker’s 's compensation insurance as required by Governmental Authorities, if any. (ii) Borrower further covenants and agrees that each the Mortgaged Property shall be operated pursuant to the Management Agreement and that Borrower shall: (w) promptly perform and/or observe all of the material covenants and agreements required to be performed and observed by it under the Management Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (x) promptly notify Lender the Agent of any material default under the Management Agreement of which it is aware; (y) promptly deliver to Lender the Agent a copy of each financial statement, business plan, capital expenditures plan, notice and report received by it under the Management Agreement, including, but not limited to, financial statements; and (z) promptly enforce the performance and observance of the covenants and agreements required to be performed and/or observed by the Manager under the Management Agreement.

Management of Mortgaged Property. (i) Each The Mortgaged Property shall will be managed at all times by the current Manager or another a successor manager reasonably satisfactory approved by Agent subject to Lender, pursuant to a Management Agreement. Any such Manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s engagement are at arm’s lengthbelow pursuant to the Management Agreement or a successor management agreement approved by Agent subject to the terms and conditions below until terminated as herein provided. Pursuant to the Management Subordination, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayed. The Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed approved by Lender in all respects. Borrower shall cause the Manager of the Mortgaged Property to agree that such Manager’s the Management Agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the MortgagesMortgage. A The Management Agreement may be terminated or assigned by the Manager (1) by Borrower at any time in accordance with the provisions of such the Management Agreement so long as a successor or assignee Manager manager as specified below shall have been appointed and approved and such successor Manager manager has (i) entered into (or assumed) a Management Agreement in form and substance approved by Lender, which approval shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a Manager’s Subordination to Lender, and (2) by Lender upon thirty (30) days’ prior written notice to Borrower and the Manager management (a) upon the occurrence and continuation of an Event of Default or (b) if the Manager commits any act which would permit termination under the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect ). Subject to the Managerpreceding sentence, the Borrower may from time to time appoint a successor manager to manage any of the Mortgaged Property with the Agent's prior written consent. Notwithstanding the foregoing, any successor manager selected hereunder by Lender the Agent or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial at least seven years experience in the management of commercial real property in San Francisco, California of a similar type, size and quality in the state in which as the Mortgaged Property is located. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such a Rating Confirmation. Borrower further covenants and agrees that the Manager (including any successor property manager of Mortgaged Property serving as the Manager) shall at all times while any Indebtedness is outstanding during the term of the Loan maintain worker’s workers' compensation insurance as required by Governmental Authorities. (ii) . The Borrower further covenants and agrees that each Mortgaged Property shall be operated pursuant that, with respect to the Management Agreement and that the Management Subordination and the Mortgaged Property, the Borrower shall: (w) promptly perform and/or observe all of the material covenants and agreements required to be performed and observed by it under the Management Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (xi) promptly notify Lender the Agent of the occurrence of any material default under the Management Agreement of which it is awareAgreement; and (yii) promptly deliver to Lender the Agent a copy of each written financial statement, business plan, capital expenditures plan, notice and report report, if any, received by it under the Management Agreement, including, but not limited to, financial statements; and (z) promptly enforce the performance and observance of the covenants and agreements required to be performed and/or observed by the Manager under the Management Agreement.

Management of Mortgaged Property. (a) Mortgagor shall manage the Mortgaged Property or cause the Mortgaged Property to be managed in a manner which is consistent with the Approved Manager Standard. All Space Leases shall provide for rental rates comparable to then existing local market rates and terms and conditions which constitute good and prudent business practice and are consistent with prevailing market terms and conditions, and shall be arms-length transactions. All Leases shall provide that they are subordinate to this Mortgage and that the lessees thereunder attorn to Mortgagee. Mortgagor shall deliver copies of all Leases, amendments, modifications and renewals to Mortgagee. (a) Mortgagor (i) Each shall observe and perform all of its material obligations under the Leases pursuant to applicable Legal Requirements and shall not do or permit to be done anything to impair the value of the Leases as security for the Debt; (ii) shall promptly, upon Mortgagee's request, send copies to Mortgagee of all notices of default which Mortgagor shall receive under the Leases; (iii) shall, consistent with the Approved Manager Standard, enforce all of the terms, covenants and conditions contained in the Leases to be observed or performed; (iv) shall not collect any of the Rents under the Leases more than one (1) month in advance (except that Mortgagor may collect in advance such security deposits as are permitted pursuant to applicable Legal Requirements and are commercially reasonable in the prevailing market); (v) shall not execute any other assignment of lessor's interest in the Leases or the Rents except as otherwise expressly permitted pursuant to this Mortgage; (vi) shall not cancel or terminate any of the Leases or accept a surrender thereof in any manner inconsistent with the Approved Manager Standard; (vii) shall not convey, transfer or suffer or permit a conveyance or transfer of all or any part of the Premises or the Improvements or of any interest therein so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees thereunder; (viii) shall notify Mortgagee of any material alteration, modification or change in the terms of any guaranty of any Major Space Lease or cancellation or termination of such guaranty promptly upon effectuation of same unless altered, cancelled, modified or changed in the ordinary course of business; (ix) shall, in accordance with the Approved Manager Standard, make all reasonable efforts to seek lessees for space as it becomes vacant and enter into Leases in accordance with the terms hereof; (x) shall not materially modify, alter or amend any Major Space Lease or Property Agreement with any Pad Owner without Mortgagee's consent, which consent will not be unreasonably withheld or delayed; (xi) shall notify Mortgagee promptly if any Pad Owner shall cease business operations which cessation may adversely affect the Mortgaged Property or of the occurrence of any event of which it becomes aware affecting a Pad Owner or its property which might have any material effect on the Mortgaged Property; and (xii) shall, without limitation to any other provision hereof, execute and deliver at the request of Mortgagee all such further assurances, confirmations and assignments in connection with the Mortgaged Property as are required herein and as Mortgagee shall from time to time reasonably require. (b) All security deposits of lessees, whether held in cash or any other form, shall be treated by Mortgagor as trust funds, but shall not be commingled with any other funds of Mortgagor and, if cash, shall be deposited by Mortgagor in the Security Deposit Account. Any bond or other instrument which Mortgagor is permitted to hold in lieu of cash security deposits under applicable Legal Requirements shall be maintained in full force and effect unless replaced by cash deposits as hereinabove described, shall be issued by a Person reasonably satisfactory to Mortgagee, shall, if permitted pursuant to Legal Requirements, at Mortgagee's option, name Mortgagee as payee or mortgagee thereunder or be fully assignable to Mortgagee and shall, in all respects, comply with applicable Legal Requirements and otherwise be reasonably satisfactory to Mortgagee. Mortgagor shall, upon request, provide Mortgagee with evidence reasonably satisfactory to Mortgagee of Mortgagor's compliance with the foregoing. Following the occurrence and during the continuance of any Event of Default, Mortgagor shall, upon Mortgagee's request, if permitted by applicable Legal Requirements, turn over the security deposits (and any interest thereon) to Mortgagee to be held by Mortgagee in accordance with the terms of the Leases and all Legal Requirements. (c) If the Underwritable Net Cash Flow for the Cross-collateralized Properties for any twelve month period is less than eighty-five percent (85%) of the Underwritable Net Cash Flow for the Cross-collateralized Properties as of the date of this Mortgage (after adjustment for any Cross-collateralized Properties for which a Sale or other prepayment has occurred), Mortgagee shall have the right to terminate the existing Management Agreement and to appoint an independent property manager selected by Mortgagee, in Mortgagee's sole discretion, to manage the Mortgaged Property. (d) Mortgagor covenants and agrees with Mortgagee that (i) the Mortgaged Property will be managed at all times by the current Manager or another manager reasonably satisfactory to Lender, pursuant to a the management agreement approved by Mortgagee (the "Management Agreement. Any such "), (ii) after Mortgagor has knowledge of a fifty percent (50%) or more change in control of the ownership of the Manager, M▇▇▇▇▇▇▇▇ will promptly give Mortgagee notice thereof (a "Manager may be an Affiliate of Borrower, provided that: Control Notice") and (aiii) the terms and conditions of such Manager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayed. The Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed approved by Lender in all respects. Borrower shall cause the Manager of the Mortgaged Property to agree that such Manager’s Management Agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the Mortgages. A Management Agreement may be terminated or assigned by the Manager (1) by Borrower Mortgagee at any time in accordance with the provisions of such Management Agreement so long as a successor for cause (including, but not limited to, Manager's gross negligence, willful misconduct or assignee Manager as specified below shall have been appointed and approved and such successor Manager has fraud) or at any time following either (iA) entered into (or assumed) a Management Agreement in form and substance approved by Lender, which approval shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a Manager’s Subordination to Lender, and (2) by Lender upon thirty (30) days’ prior written notice to Borrower and the Manager (a) upon the occurrence and continuation of an Event of Default Default, or (bB) if the receipt of a Manager commits any act which would permit termination under the Management Agreement (Control Notice, and a substitute managing agent shall be appointed by M▇▇▇▇▇▇▇▇, subject to any applicable noticeMortgagee's approval, grace and cure periods provided which may be given or withheld in the Management Agreement) or (c) if a change of majority control occurs with respect to the ManagerMortgagee's sole discretion. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Borrower Mortgagor may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s Mortgagee's prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any which consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed unreasonably withheld or delayed, provided that, any such successor manager shall be a reputable management company having a senior executive with at least seven (7) years' experience in the management of motel properties in the State, shall be the manager of at least 2,500 rooms, including, without limitation, certain complexes which contain more than 100 rooms, and shall be reasonably acceptable to be acting unreasonably in requiring such a Rating ConfirmationMortgagee. Borrower Mortgagor further covenants and agrees that M▇▇▇▇▇▇▇▇ shall require the Manager (or any manager of Mortgaged Property shall successor managers) to maintain at all times while any Indebtedness is outstanding maintain during the term of the Loan worker’s 's compensation insurance as required by Governmental Authorities. (e) Mortgagor shall (i) pay all sums required to be paid by Mortgagor under the Franchise Agreement, (ii) Borrower further covenants diligently perform and agrees that each Mortgaged Property shall be operated pursuant to the Management Agreement and that Borrower shall: (w) promptly perform and/or observe all of the material terms, covenants and agreements required conditions of the Franchise Agreement on the part of Mortgagor to be performed and observed by it under to the Management Agreement and do end that all things reasonably shall be done which are necessary to preserve and to keep unimpaired its material the rights thereunder; of Mortgagor under the Franchise Agreement, and (xiii) promptly notify Lender Mortgagee of the giving of any material notice to Mortgagor of any default under by M▇▇▇▇▇▇▇▇ in the Management performance or observance of any of the terms, covenants or conditions of the Franchise Agreement on the part of which it is aware; (y) promptly Mortgagor to be performed and observed and deliver to Lender Mortgagee a true copy of each financial statementsuch notice. Mortgagor shall not, business planwithout the prior consent of the Mortgagee, capital expenditures plansurrender the Franchise Agreement or terminate or cancel the Franchise Agreement or modify, notice and report received by it under change, supplement, alter or amend the Management Franchise Agreement, includingin any respect, but not limited toeither orally or in writing, financial statements; and (z) promptly enforce Mortgagor hereby assigns to Mortgagee as further security for the payment of the Debt and for the performance and observance of the terms, covenants and agreements required conditions of this Mortgage, all the rights, privileges and prerogatives of Mortgagor to surrender the Franchise Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Franchise Agreement in any respect, and any such surrender of the Franchise Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Franchise Agreement without the prior consent of Mortgagee shall be void and of no force and effect. If Mortgagor shall default in the performance or observance of any material term, covenant or condition of the Franchise Agreement on the part of Mortgagor to be performed and/or or observed, then, without limiting the generality of the other provisions of this Mortgage, and without waiving or releasing Mortgagor from any of its obligations hereunder, Mortgagee shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Franchise Agreement on the part of Mortgagor to be performed or observed by to be promptly performed or observed on behalf of Mortgagor, to the Manager end that the rights of Mortgagor in, to and under the Management Franchise Agreement shall be kept unimpaired and free from default. Mortgagee and any Person designated by Mortgagee shall have, and are hereby granted, the right to enter upon the Mortgaged Property at any time and from time to time for the purpose of taking any such action. If the franchisor under the Franchise Agreement shall deliver to Mortgagee a copy of any notice sent to Mortgagor of default under the Franchise Agreement, such notice shall constitute full protection to Mortgagee for any action taken or omitted to be taken by Mortgagee in good faith, in reliance thereon. Mortgagor shall, from time to time, but not more frequently than four (4) times during the term of the Loan, use its best efforts to obtain from the franchisor under the Franchise Agreement such certificates of estoppel with respect to compliance by Mortgagor with the terms of the Franchise Agreement as may be requested by Mortgagee. Mortgagor shall exercise each individual option, if any, to extend or renew the term of the Franchise Agreement upon demand by Mortgagee made at any time within four (4) months of the last day upon which any such option may be exercised, and M▇▇▇▇▇▇▇▇ hereby expressly authorizes and appoints Mortgagor its attorney-in-fact to exercise any such option in the name of and upon behalf of Mortgagor, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.

Management of Mortgaged Property. (i) Each The Mortgaged Property shall be managed at all times by the current Manager or another manager reasonably satisfactory to Lender, pursuant to a Management AgreementAgreement reasonably approved in writing by Lender. Any such Manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayedterms and the related Management Agreement. The Both the Manager and the Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed are approved by Lender in all respectsLender. Borrower shall cause the Manager of the Mortgaged Property to agree that such Manager’s Management Agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the MortgagesMortgage as and to the extent set forth in the Subordination of Management Agreement. A Management Agreement may be terminated or assigned by the Manager (1) by Borrower at any time in accordance with the provisions of such Management Agreement or otherwise so long as a successor or assignee Manager as specified below approved by Lender shall have been appointed and approved and such successor Manager has (i) entered into (or assumed) a Management Agreement in form and substance approved by Lender, which approval shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a Manager’s Subordination to Lender, and (2) with respect to a termination only, by Lender upon thirty (30) days’ prior written notice to Borrower and the Manager (a) upon the occurrence and continuation of an Event of Default or (b) if the Manager commits any act which would permit termination under the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect to the ManagerDefault. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that if a Securitization has occurred any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such a Rating Confirmation. Borrower further covenants and agrees that any manager of Mortgaged Property shall at all times while any Indebtedness is outstanding maintain worker’s compensation insurance as required by Governmental Authorities. (ii) Borrower further covenants and agrees that each the Mortgaged Property shall be operated pursuant to the Management Agreement and License Agreement and that Borrower shall: (w) promptly perform and/or observe all of the material covenants and agreements required to be performed and observed by it under the Management Agreement and License Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (x) promptly notify Lender of any material default under the Management Agreement or License Agreement of which it is aware; (y) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice and report received by it under the Management Agreement and License Agreement, including, but not limited to, financial statements; and (z) promptly enforce the performance and observance of the material covenants and agreements required to be performed and/or observed by the Manager under the Management Agreement and the Licensor under the License Agreement.

Management of Mortgaged Property. (i) Each Mortgaged Property shall be managed at all times by the current Manager or another manager reasonably satisfactory to Lender, pursuant to a Management Agreement. Any such Manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s 's engagement are at arm’s 's length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayed. The Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed approved by Lender in all respects. Borrower shall cause the Manager of the Mortgaged Property to agree that such Manager’s 's Management Agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the Mortgages. A Management Agreement may be terminated or assigned by the Manager (1) by Borrower at any time in accordance with the provisions of such Management Agreement so long as a successor or assignee Manager as specified below shall have been appointed and approved and such successor Manager has (i) entered into (or assumed) a Management Agreement in form and substance approved by Lender, which approval shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a Manager’s 's Subordination to Lender, and (2) by Lender upon thirty (30) days’ ' prior written notice to Borrower and the Manager (a) upon the occurrence and continuation of an Event of Default or (b) if the Manager commits any act which would permit termination under the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect to the Manager. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s 's prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s 's discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such a Rating Confirmation. Borrower further covenants and agrees that any manager of Mortgaged Property shall at all times while any Indebtedness is outstanding maintain worker’s 's compensation insurance as required by Governmental Authorities. (ii) Borrower further covenants and agrees that each Mortgaged Property shall be operated pursuant to the Management Agreement and that Borrower shall: (w) promptly perform and/or observe all of the material covenants and agreements required to be performed and observed by it under the Management Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (x) promptly notify Lender of any material default under the Management Agreement of which it is aware; (y) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice and report received by it under the Management Agreement, including, but not limited to, financial statements; and (z) promptly enforce the performance and observance of the covenants and agreements required to be performed and/or observed by the Manager under the Management Agreement.

Management of Mortgaged Property. (i) Each The Mortgaged Property shall be managed at all times by the current Manager or another manager reasonably satisfactory to Lender, pursuant to a Management Agreementand License Agreement reasonably approved in writing by Lender. Any such Manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayedterms and the related Management and License Agreement. The Both the Manager and the Management Agreement, dated as and License Agreement with respect to each of the date hereofMortgaged Properties, between the Borrower applicable Operating Lessee and the Manager is deemed are approved by Lender in all respectsLender. Borrower shall cause the Manager of the Mortgaged Property to agree that such Manager’s Management and License Agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the MortgagesMortgage as and to the extent set forth in the Subordination of Management and License Agreement for each of the Mortgaged Properties. A Management and License Agreement may be terminated or assigned by the Manager assigned: (1A) by Borrower Operating Lessee at any time in accordance with the provisions of such Management and License Agreement or otherwise so long as a successor or assignee Manager as specified below approved by Lender shall have been appointed and approved and such successor Manager has has: (i1) entered into (or assumed) a Management and License Agreement in form and substance approved by Lender, which approval shall not be unreasonably denied, conditioned or delayed, ; and (ii2) has executed and delivered a Manager’s Subordination to Lender, ; and (2B) with respect to a termination only, by Lender upon thirty (30) days’ prior written notice to Borrower and the Manager (a) upon the occurrence and continuation of an Event of Default or (b) if and the Manager commits any act which would permit termination under acceleration of the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect to the ManagerLoan. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such a Rating Confirmation. Borrower further covenants and agrees that any manager of Mortgaged Property shall at all times while any Indebtedness is outstanding maintain worker’s compensation insurance as required by Governmental Authorities. (ii) Borrower further covenants and agrees that each the Mortgaged Property shall be operated pursuant to the Management and License Agreement and that Borrower shallshall cause Operating Lessee: (wA) promptly to perform and/or observe all of the material covenants and agreements required to be performed and observed by it under the Management and License Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (xB) promptly to notify Lender of any material default under the Management and License Agreement of which it is aware; (yC) promptly to deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice and report received by it under the Management and License Agreement, including, but not limited to, financial statements; and (zD) promptly to enforce the performance and observance of the material covenants and agreements required to be performed and/or observed by the Manager under the Management and License Agreement.

Management of Mortgaged Property. (a) Mortgagor shall manage the Mortgaged Property or cause the Mortgaged Property to be managed in a manner which is consistent with the Approved Manager Standard. All Space Leases shall provide for rental rates comparable to then existing market rates and terms and conditions which constitute good and prudent business practice and are consistent with prevailing market terms and conditions, and shall be arm's-length transactions. Except as previously disclosed by Mortgagor to, and consented to by Mortgagee, all Leases shall provide that they are subordinate to this Mortgage and that the lessees thereunder attorn to Mortgagee. Mortgagor shall deliver copies of all Leases, amendments, modifications and renewals to Mortgagee. (b) Mortgagor (i) Each shall observe and perform all of its material obligations under the Leases pursuant to applicable Legal Requirements and shall not do or permit to be done anything 104 to impair the value of the Leases as security for the Debt; (ii) shall promptly, upon Mortgagee's request, send copies to Mortgagee of all notices of default which Mortgagor shall receive under the Leases; (iii) shall, consistent with the Approved Manager Standard, enforce all of the terms, covenants and conditions contained in the Leases to be observed or performed; (iv) shall not collect any of the Rents under the Leases more than one (1) month in advance (except that Mortgagor may collect in advance such security deposits as are permitted pursuant to applicable Legal Requirements and are commercially reasonable in the prevailing market); (v) shall not execute any other assignment of lessor's interest in the Leases or the Rents except as otherwise expressly permitted pursuant to this Mortgage; (vi) shall not cancel or terminate any of the Leases or accept a surrender thereof in any manner inconsistent with the Approved Manager Standard; (vii) shall not convey, transfer or suffer or permit a conveyance or transfer of all or any part of the Premises or the Improvements or of any interest therein so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees thereunder; (viii) shall notify Mortgagee of any material alteration, modification or change in the terms of any guaranty of any Major Space Lease or cancellation or termination of such guaranty promptly upon effectuation of same unless altered, cancelled, modified or changed in the ordinary course of business; (ix) shall, in accordance with the Approved Manager Standard, make all reasonable efforts to seek lessees for space as it becomes vacant and enter into Leases in accordance with the terms hereof; (x) shall not materially modify, alter or amend any Major Space Lease or Property Agreement with any Pad Owner without Mortgagee's consent, which consent will not be unreasonably withheld or delayed; (xi) shall notify Mortgagee promptly if any Pad Owner shall cease business operations or of the occurrence of any event of which it becomes aware affecting a Pad Owner or its property which might have any material effect on the Mortgaged Property; and (xii) shall, without limitation to any other provision hereof, execute and deliver at the request of Mortgagee all such further assurances, confirmations and assignments in connection with the Mortgaged Property as are required herein and as Mortgagee shall from time to time reasonably require. 105 (c) All security deposits of lessees, whether held in cash or any other form, shall be treated by Mortgagor as trust funds, but shall not be commingled with any other funds of Mortgagor and, if cash, shall be deposited by Mortgagor in the Security Deposit Account. Any bond or other instrument which Mortgagor is permitted to hold in lieu of cash security deposits under applicable Legal Requirements shall be maintained in full force and effect unless replaced by cash deposits as hereinabove described, shall be issued by a Person reasonably satisfactory to Mortgagee, shall, if permitted pursuant to Legal Requirements, at Mortgagee's option, name Mortgagee as payee or mortgagee thereunder or be fully assignable to Mortgagee and shall, in all respects, comply with applicable Legal Requirements and otherwise be reasonably satisfactory to Mortgagee. Mortgagor shall, upon request, provide Mortgagee with evidence reasonably satisfactory to Mortgagee of Mortgagor's compliance with the foregoing. Following the occurrence and during the continuance of any Event of Default, Mortgagor shall, upon Mortgagee's request, if permitted by applicable Legal Requirements, turn over the security deposits (and any interest thereon) to Mortgagee to be held by Mortgagee in accordance with the terms of the Leases and all Legal Requirements. (d) If (i) the aggregate Net Operating Income of the Cross-collateralized Properties in any Fiscal Year declines below $27,977,167 or (ii) an Event of Default has occurred, then, if Mortgagee determines in its reasonable discretion prior to the removal of the existing manager that a reputable independent property manager can manage the Mortgaged Property at competitive rates more efficiently and with better results than Mortgagor or Mortgagor's Manager, Mortgagee shall have the right to appoint such reputable independent property manager selected by Mortgagee, in Mortgagee's sole discretion, to manage the Mortgaged Property; provided, however, that no such approval shall be granted unless the Rating Agency shall have delivered confirmation that any rating issued in connection with the Securitization will not, as a result of a change of Manager, be downgraded from the then current ratings thereof, qualified or withdrawn. (e) Mortgagor covenants and agrees with Mortgagee that (i) the Mortgaged Property will be managed at all times by the current 106 Manager or another manager reasonably satisfactory to Lender, pursuant to a the management agreement approved by Mortgagee (the "Management Agreement. Any such "), (ii) after Mortgagor has knowledge of a fifty percent (50%) or more change in control of the ultimate beneficial ownership of the Manager, Mortgagor will promptly give Mortgagee notice thereof (a "Manager may be an Affiliate of Borrower, provided that: Control Notice") and (aiii) the terms and conditions of such Manager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayed. The Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed approved by Lender in all respects. Borrower shall cause the Manager of the Mortgaged Property to agree that such Manager’s Management Agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the Mortgages. A Management Agreement may be terminated or assigned by the Manager (1) by Borrower Mortgagee at any time in accordance with the provisions of such Management Agreement so long as a successor for cause (including, but not limited to, Manager's negligence, willful misconduct or assignee Manager as specified below shall have been appointed and approved and such successor Manager has fraud) or at any time following either (iA) entered into (or assumed) a Management Agreement in form and substance approved by Lender, which approval shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a Manager’s Subordination to Lender, and (2) by Lender upon thirty (30) days’ prior written notice to Borrower and the Manager (a) upon the occurrence and continuation of an Event of Default Default, or (bB) if the receipt of a Manager commits any act which would permit termination under the Management Agreement (Control Notice, and a substitute managing agent shall be appointed by Mortgagor, subject to Mortgagee's approval, which may be given or withheld in Mortgagee's sole discretion but which will not be given unless, inter alia, the Rating Agency shall have delivered confirmation that any applicable noticerating issued in connection with the Securitization will not, grace and cure periods provided in the Management Agreement) or (c) if as a result of a change of majority control occurs with respect to Manager, be downgraded from the Managerthen current ratings thereof, qualified or withdrawn. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Borrower Mortgagor may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s Mortgagee's prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any which consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed unreasonably withheld or delayed, provided that, any such successor manager shall be a reputable management company having a senior executive with at least seven (7) years' experience in the management of super-regional malls, shall be the manager of at least five (5) super-regional malls, including, without limitation, certain complexes which contain more than 1,500,000 square feet of gross leasable area, and shall be reasonably acceptable to be acting unreasonably in requiring such a Rating ConfirmationMortgagee. Borrower Mortgagor further covenants and agrees that Mortgagor shall require the Manager (or any manager of Mortgaged Property shall successor managers) to maintain at all times while any Indebtedness is outstanding maintain during the term of the Loan worker’s 's compensation insurance as required by Governmental Authorities. (ii) Borrower further covenants and agrees that each Mortgaged Property shall be operated pursuant to the Management Agreement and that Borrower shall: (w) promptly perform and/or observe all of the material covenants and agreements required to be performed and observed by it under the Management Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (x) promptly notify Lender of any material default under the Management Agreement of which it is aware; (y) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice and report received by it under the Management Agreement, including, but not limited to, financial statements; and (z) promptly enforce the performance and observance of the covenants and agreements required to be performed and/or observed by the Manager under the Management Agreement.. 107

Management of Mortgaged Property. (i) Each Mortgaged Property shall of the Individual Properties will be managed at all times by the current a Manager or another manager reasonably satisfactory to Lender, pursuant to a Management AgreementAgreement until terminated as herein provided. Any such Pursuant to each Manager's Subordination, each Manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayed. The Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed approved by Lender in all respects. Borrower shall cause the Manager of the Mortgaged Property to agree agreed that such Manager’s its Management Agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the MortgagesRelated Mortgage. A Each Management Agreement may be terminated or assigned by the Manager (1) by Borrower at any time in accordance with the provisions of such Management Agreement so long as a successor or assignee Manager as specified below shall have been appointed and approved and such successor Manager has (i) entered into (or assumed) a Management Agreement in form and substance approved by Lender, which approval shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a Manager’s Subordination to Lender, and (2) by Lender upon thirty (30) 30 days’ ' prior written notice to Borrower and the relevant Manager (ai) upon the occurrence and continuation of an Event of Default Default, or (bii) if the Manager commits Debt Service Coverage Ratio for the Individual Properties as a whole shall fall below 1.15, and, upon such termination, Lender may appoint a replacement manager or managers. Borrower may from time to time appoint one or more successor managers to manage the Individual Properties or any act of the Individual Properties with Lender's prior written consent, which would permit termination under the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) consent shall not be unreasonably withheld or (c) if a change of majority control occurs with respect to the Managerdelayed. Notwithstanding the foregoing, any successor property manager selected hereunder by Lender or Borrower to serve as a Manager shall (i) manage the Mortgaged Property shall Individual Properties subject to such guidelines as may be necessary to maintain the status of AA as a qualified real estate investment trust, (ii) be a reputable management company having substantial (or its primary personnel having) at least seven years' experience in the management of real property multi-family residential facilities, (iii) enter into a Management Agreement and Manager's Subordination and (iv) if after the Securitization Closing Date, (x) have qualifications such that the then current ratings of a similar type, size no class of the Certificates would be downgraded or withdrawn by the Rating Agencies upon such an appointment and quality in the state in which the Mortgaged Property is located. Borrower may from time (y) be reasonably acceptable to time appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such a Rating ConfirmationServicer. Borrower further covenants and agrees that each Manager (including any successor property manager of Mortgaged Property serving as Manager) shall at all times while any Indebtedness is outstanding during the term of the Loan maintain worker’s 's compensation insurance as 80 76 required by Governmental Authorities. (ii) Borrower further covenants and agrees that each Mortgaged Property shall be operated pursuant . Notwithstanding anything contained herein to the contrary, without Lender's prior written consent, which consent shall not be unreasonably withheld or delayed, Borrower shall not agree to a renewal of any Management Agreement and that Borrower shall: (w) promptly perform and/or observe all of with a Manager otherwise acceptable hereunder if such renewal period would extend beyond the material covenants and agreements required to be performed and observed by it under the Management Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (x) promptly notify Lender of any material default under the Management Agreement of which it is aware; (y) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice and report received by it under the Management Agreement, including, but not limited to, financial statements; and (z) promptly enforce the performance and observance of the covenants and agreements required to be performed and/or observed by the Manager under the Management AgreementOptional Prepayment Date.

Management of Mortgaged Property. (i) Each The Mortgaged Property shall be managed at all times by the current Manager or another manager reasonably satisfactory to Lender, pursuant to a Management Agreementand License Agreement reasonably approved in writing by Lender. Any such Manager may be an Affiliate of Borrower, provided that: (aA) the terms and conditions of such Manager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (bB) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayedterms and the related Management and License Agreement. The Both the Manager and the Management Agreement, dated as of and License Agreement with respect to the date hereofMortgaged Property, between the Borrower and the Manager is deemed are approved by Lender in all respectsLender. Borrower shall cause the Manager of the Mortgaged Property to agree that such Manager’s Management and License Agreement (and any related central reservation services agreement) is subject and subordinate in all respects to the Indebtedness and to the Lien of the MortgagesMortgage as and to the extent set forth in the Manager’s Subordination for the Mortgaged Property. A Management and License Agreement may be terminated or assigned by the Manager assigned: (1) by Borrower at any time in accordance with the provisions of such Management and License Agreement or otherwise so long as a successor or assignee Manager as specified below approved by Lender shall have been appointed and approved and such successor Manager has has: (iaa) entered into (or assumed) a Management and License Agreement in form and substance approved by Lender, which approval shall not be unreasonably denied, conditioned or delayed, ; and (iibb) has executed and delivered a Manager’s Subordination to Lender, ; and (2) with respect to a termination only, by Lender upon thirty (30) days’ prior written notice to Borrower and the Manager (a) upon the commencement of the exercise of Lender’s remedies under the Loan Documents following the occurrence and continuation of an Event of Default or and the acceleration of the Loan (b) if the Manager commits any act in which would permit termination under event all agreements constituting the Management and License Agreement, as well as the Central Reservation Services Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect to the Managershall all be terminated concurrently). Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such a Rating Confirmation. Borrower further covenants and agrees that any manager of Mortgaged Property shall at all times while any Indebtedness is outstanding maintain worker’s compensation insurance as required by Governmental Authorities. (ii) Borrower further covenants and agrees that each the Mortgaged Property shall be operated pursuant to the Management and License Agreement and Central Reservation Services Agreement, and that Borrower shall: (wA) promptly perform and/or observe all of the material covenants and agreements required to be performed and observed by it under the Management and License Agreement and Central Reservation Services Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (xB) promptly notify Lender of any material default under the Management and License Agreement or Central Reservation Services Agreement of which it is aware; (yC) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice and report received by it under the Management and License Agreement and Central Reservation Services Agreement, including, but not limited to, financial statements; and (zD) promptly enforce the performance and observance of the material covenants and agreements required to be performed and/or observed by the Manager under the Management and License Agreement and Central Reservation Services Agreement.

Management of Mortgaged Property. (i) Each The Mortgaged Property shall be managed at all times by the current Manager or another manager reasonably satisfactory to Lender, pursuant to a Management AgreementAgreement reasonably approved in writing by Lender. Any such Manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s 's engagement are at arm’s 's length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender has approved such Manager and such terms, which approval shall not be unreasonably withheld or delayedterms and the related Management Agreement. The Both the Manager and the Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed are approved by Lender in all respectsLender. Borrower shall cause the Manager of the Mortgaged Property to agree that such Manager’s 's Management Agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the MortgagesMortgage as and to the extent set forth in the Subordination of Management Agreement. A Management Agreement may be terminated or assigned by the Manager (1) by Borrower at any time in accordance with the provisions of such Management Agreement or otherwise so long as a successor or assignee Manager as specified below approved by Lender shall have been appointed and approved and such successor Manager has (i) entered into (or assumed) a Management Agreement in form and substance approved by Lender, which approval shall not be unreasonably denied, conditioned or delayed, and (ii) has executed and delivered a Manager’s 's Subordination to Lender, and (2) with respect to a termination only, by Lender upon thirty (30) days’ ' prior written notice to Borrower and the Manager (a) upon the occurrence and continuation of an Event of Default or (b) if the Manager commits any act which would permit termination under the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect to the ManagerDefault. Notwithstanding the foregoing, any successor manager selected hereunder by Lender or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s 's discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such a Rating Confirmation. Borrower further covenants and agrees that any manager of Mortgaged Property shall at all times while any Indebtedness is outstanding maintain worker’s 's compensation insurance as required by Governmental Authorities. (ii) Borrower further covenants and agrees that each the Mortgaged Property shall be operated pursuant to the Management Agreement and that Borrower shall: (w) promptly perform and/or observe all of the material covenants and agreements required to be performed and observed by it under the Management Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (x) promptly notify Lender of any material default under the Management Agreement of which it is aware; (y) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice and report received by it under the Management Agreement, including, but not limited to, financial statements; and (z) promptly enforce the performance and observance of the material covenants and agreements required to be performed and/or observed by the Manager under the Management Agreement.

Management of Mortgaged Property. (i) Each The Mortgaged Property shall be managed at all times by the current Property Manager or another manager reasonably satisfactory to LenderAgent, pursuant to a Management Agreement. Any such Manager manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such Manager’s manager's engagement are at arm’s 's length, reasonable, competitive and customary in the applicable marketplace; and (b) Lender Agent has approved such Manager manager and such terms, which approval shall not be unreasonably withheld or delayed. The Management Agreement, dated as of the date hereof, between the Borrower and the Manager is deemed approved by Lender in all respects. Borrower shall cause the Manager manager of the Mortgaged Property to agree that such Manager’s Management Agreement manager's management agreement is subject and subordinate in all respects to the Indebtedness and to the Lien of the MortgagesMortgage. A Management Agreement may be terminated or assigned by the Manager (1) by Borrower at any time in accordance with the provisions of such Management Agreement so long as a successor or assignee Manager manager as specified below shall have been appointed and approved and such successor Manager manager has (i) entered into (or assumed) a Management Agreement in form and substance Agreement, subject to any modifications approved by LenderAgent, which approval shall not be unreasonably deniedwithheld, conditioned or delayed, and (ii) has executed and delivered a Manager’s the Management Subordination to LenderAgent, and (2) by Lender Agent upon thirty (30) days’ ' prior written notice to Borrower and the Manager Property Manager (a) upon the occurrence and continuation of an Event of Default or (b) if the Property Manager commits any act which would permit termination under the Management Agreement (subject to any applicable notice, grace and cure periods provided in the Management Agreement) or (c) if a change of majority control occurs with respect to the Property Manager. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Agent's prior written consent, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, any successor manager selected hereunder by Lender Agent or Borrower to manage the Mortgaged Property shall be a reputable management company having substantial experience in the management of real property of a similar type, size and quality in the state in which the Mortgaged Property is located. Borrower may from time to time appoint a successor manager to manage the Mortgaged Property with Lender’s prior written consent, such consent not to be unreasonably withheld. Borrower acknowledges and agrees that any consent or approval requested of Lender under this Section may be conditioned by Lender, at Lender’s discretion, upon Borrower first obtaining a Rating Confirmation with respect to such change in management, and Lender shall not be deemed to be acting unreasonably in requiring such a Rating Confirmation. Borrower further covenants and agrees that any manager of Mortgaged Property shall at all times while any Indebtedness is outstanding maintain worker’s 's compensation insurance as required by Governmental Authorities. (ii) The Borrower further covenants and agrees that each the Mortgaged Property shall be operated pursuant to the Management Agreement and that the Borrower shall: (w) promptly perform and/or observe all of the material covenants and agreements required to be performed and observed by it under the Management Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (x) promptly notify Lender the Agent of any material default under the Management Agreement of which it is aware; (y) promptly deliver to Lender the Agent a copy of each financial statement, business plan, capital expenditures plan, notice and report received by it under the Management Agreement, including, but not limited to, financial statements; and (z) promptly enforce the performance and observance in all material respects of the covenants and agreements required to be performed and/or observed by the Property Manager under the Management Agreement.