Common use of Management of Mortgaged Property Clause in Contracts

Management of Mortgaged Property. Each Facility will be managed at all times by the Manager pursuant to the Management Agreement unless terminated as herein provided. Any Management Agreement shall be terminated by Borrower, the relevant Operator or the Joint Venture, as applicable at Lender's request, upon thirty (30) days prior written notice to Borrower and the Manager (i) upon the occurrence of an Event of Default, (ii) if Manager commits any act which would permit termination by Borrower, the relevant Operator or the Joint Venture, as applicable, under the Management Agreement, (iii) in the event that, after the Stabilization Date, as of the last day of any calendar quarter, the aggregate Debt Service Coverage Ratio for all of the Facilities, computed on the basis of the prior twelve (12) calendar months on the remaining outstanding balance of the Loan, is less than 1.15 and remains less than 1.15 for three (3) consecutive months computed in each case on the basis of the prior twelve (12) months, (iv) if after the Stabilization Date as of the last day of any calendar quarter, such Adjusted Net Operating Income for all of the Facilities, computed on the basis of the prior twelve (12) calendar months, is less than eighty-five percent (85%) of the Adjusted Net Operating Income on the Stabilization Date and remains less than eighty-five percent (85%) 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 or (v) upon the occurrence of a default in any payment obligation or a breach of any other obligation of Borrower to Preferred Equity Holder. Lender shall not have the right to terminate any Management Agreement pursuant to clause (iii) above, if on the first Payment Date after Lender made the determination that Lender had the right to terminate a Manager pursuant to clause (iii) above, Borrower defeases the Loan in accordance with the terms of Section 2.10 in an amount sufficient to cause the Debt Service Coverage Ratio for all of the Facilities (calculated as if such amount was actually applied to reduce the Principal Indebtedness upon which Debt Service was paid and calculated as if the Principal Indebtedness was reamortized on a straight-line basis (as if the reduction had occurred) over the remaining number of months

Management of Mortgaged Property. Each The Facility will be managed at all times by the a Manager pursuant to the a Management Agreement unless terminated as herein provided. Any The Management Agreement shall be terminated by Borrower, the relevant Operator or the Joint Venture, as applicable at Lender's request, upon thirty (30) days prior written notice to Borrower and the Manager Manager (i) upon the occurrence and continuation of an Event of Default, (ii) if Manager commits any act which would permit termination by Borrower, the relevant Operator or the Joint Venture, as applicable, Borrower under the Management Agreement, Agreement or (iii) in the event that, after the Stabilization Date, as of the last day of any a calendar quarter, the aggregate Debt Service Coverage Ratio for all of the Facilities, computed on the basis of the prior twelve (12) calendar months on the remaining outstanding balance of the Loan, is less than 1.15 and remains less than 1.15 for three (3) consecutive months computed in each case on the basis of the prior twelve (12) months, (iv) if after the Stabilization Date as of the last day of any calendar quarter, such Adjusted Net Operating Income for all of the FacilitiesFacility, computed on the basis of the prior twelve (12) calendar months, is less than eighty-five percent 1.10:1 or (85%iv) in the event that, as of the Adjusted last day of a calendar quarter, the Net Operating Income on the Stabilization Date and remains less than eighty-five percent (85%) 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 or (v) upon is less than 85% of Base Adjusted NOI. During the occurrence of a default in any payment obligation or a breach of any other obligation of Borrower to Preferred Equity Holder. Lender shall not have time period beginning two years after the right to terminate any Management Agreement pursuant to clause (iii) aboveStart-Up Day and ending on the Optional Prepayment Date, if on the first Payment Date after Lender made the determination that Lender had the right to terminate a Manager pursuant to clause (iii) above, Borrower defeases the Loan in accordance with the terms of Section 2.10 in an amount sufficient to cause the Debt Service Coverage Ratio for all of the Facilities (calculated as if such amount was actually applied to reduce the Principal Indebtedness upon which Debt Service was paid and calculated as if the Principal Indebtedness was reamortized on a straight-line basis (as if the reduction had occurred) over the remaining number of months until the Maturity Date) computed on the basis of the prior twelve (12) calendar months, to be at least equal to 1.20:1, then Borrower is not obligated to terminate Manager pursuant to clause (iii) above. If a manager is terminated pursuant hereto, Borrower shall immediately seek to appoint a replacement manager acceptable to Lender in Lender's reasonable discretion, and Borrower's failure to appoint an acceptable manager within thirty (30) days after Lender's request of Borrower to terminate the Management Agreement shall constitute an immediate Event of Default. Borrower may from time to time appoint a successor manager to manage the Facility, 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 serve as Manager (i) shall be a reputable management company having at least seven (7) years' experience in the management of commercial properties with similar uses as the Facility and in the jurisdiction in which the Facility is located and (ii) shall not be paid management fees in excess of fees which are market fees for comparable managers of comparable properties in the same geographic area.

Management of Mortgaged Property. Each Facility will be managed at all times by the Manager pursuant to the Management Agreement unless terminated as herein provided. Any Management Agreement shall be terminated by Borrower, the relevant Operator or the relevant Joint Venture, as applicable at Lender's request, upon thirty (30) days prior written notice to Borrower and the Manager (i) upon the occurrence of an Event of Default, (ii) if Manager commits any act which would permit termination by Borrower, the relevant Operator or the relevant Joint Venture, as applicable, under the Management Agreement, (iii) in the event that, after the Stabilization Date, as of the last day of any calendar quarter, the aggregate Debt Service Coverage Ratio for all of the Facilities, computed on the basis of the prior twelve (12) calendar months on the remaining outstanding balance of the Loan, is less than 1.15 and remains less than 1.15 for three (3) consecutive months computed in each case on the basis of the prior twelve (12) months, (iv) if after the Stabilization Date as of the last day of any calendar quarter, such Adjusted Net Operating Income for all of the Facilities, computed on the basis of the prior twelve (12) calendar months, is less than eighty-five percent (85%) of the Adjusted Net Operating Income on the Stabilization Date and remains less than eighty-five percent (85%) 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 or (v) upon the occurrence of a default in any payment obligation or a breach of any other obligation of Borrower to Preferred Equity Holder. Lender shall not have the right to terminate any Management Agreement pursuant to clause (iii) above, if on the first Payment Date after Lender made the determination that Lender had the right to terminate a Manager pursuant to clause (iii) above, Borrower defeases the Loan in accordance with the terms of Section 2.10 in an amount sufficient to cause the Debt Service Coverage Ratio for all of the Facilities (calculated as if such amount was actually applied to reduce the Principal Indebtedness upon which Debt Service was paid and calculated as if the Principal Indebtedness was reamortized on a straight-line basis (as if the reduction had occurred) over the remaining number of months until the Maturity Date) computed on the basis of the prior twelve (12) calendar months, to be at least equal to 1.

Management of Mortgaged Property. Each Facility Without the prior written -------------------------------- consent of the Lender, the Borrower will be managed at all times by the Manager pursuant to the not execute a Management Agreement unless terminated as herein providedor retain a manager to manage the Facility. Any Management Agreement shall be terminated by Borrower, the relevant Operator or the Joint Venture, as applicable at Lender's request, upon Upon thirty (30) days prior written notice request from Lender to Borrower and the Manager Operator, Operator will enter into a Management Agreement with a manager identified by Lender, (i) upon the occurrence of an Event of Default, Default or (ii) if Manager commits any act which would permit termination by Borrowerafter the first anniversary of the Stabilization Date, the relevant Operator or the Joint Venture, as applicable, under the Management Agreement, (iii) in the event that, after the Stabilization Date, as of the last day of any a calendar quarter, the aggregate Debt Service Coverage Ratio for all of the Facilities, computed on the basis of the prior twelve (12) calendar months on the remaining outstanding balance of the Loan, is less than 1.15 and remains less than 1.15 for three (3) consecutive months computed in each case on the basis of the prior twelve (12) months, (iv) if after the Stabilization Date as of the last day of any calendar quarter, such Adjusted Net Operating Income for all of the FacilitiesFacility, computed on the basis of the prior twelve (12) calendar months, is less than eighty-five percent the applicable Management Appointment DSCR. In the case described in clause (85%) of the Adjusted Net Operating Income on the Stabilization Date and remains less than eighty-five percent (85%) 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 or (v) upon the occurrence of a default in any payment obligation or a breach of any other obligation of Borrower to Preferred Equity Holder. ii), Lender ----------- shall not have the right to terminate any Management Agreement pursuant require Operator to clause (iii) aboveretain a manager to manage the Facility, if on the first Payment Date after Lender has made the determination that Lender had the right to terminate a Manager pursuant to clause (iiiii) above, Borrower defeases the Loan in accordance with the terms of Section 2.10 Sections 2.6 and 2.11 in an amount sufficient -------- --- ---- to cause the Debt Service Coverage Ratio for all of the Facilities (calculated as if such amount was actually applied to reduce the Principal Indebtedness upon which Debt Service was paid and calculated as if the Principal Indebtedness was reamortized on a straight-line basis (as if the reduction had occurred) over the remaining number of months until the Maturity Date) for the Facility, computed on the basis of the prior twelve (12) calendar months, to be at least equal to 1.20 (in the case of a Management Appointment DSCR described in clause (ii) of the definition of such term) or 1.25 (in the ------ ---- case of a Management Appointment DSCR described in clause (i) of the ------ --- definition of such term). In the event that Borrower fails to defease as provided in the previous sentence and Lender requires Operator to retain a manager, any such manager shall (i) be a reputable management company having at least seven years' experience in the management of commercial properties with similar uses as the Facility and in the jurisdiction in which the Facility is located, (ii) shall not be paid management fees in excess of fees which are market fees for comparable managers of comparable properties in the same geographic area and (iii) shall not result in a downgrade, withdrawal or qualification of the then applicable ratings assigned by the Rating Agencies to any securities issued in a Securitization. 105