Managing Agents. 22.8.1 No Obligor shall without the prior written consent of the Agent (such consent not to be unreasonably withheld or delayed): (A) appoint any managing agent of any Property; (B) amend or waive any provision of any Managing Agent Agreement; or (C) terminate the appointment of any Managing Agent of any Property. 22.8.2 An Obligor: (A) may appoint any Managing Agent as managing agent of any Property on terms approved by the Agent (such approval not to be unreasonably withheld or delayed); (B) shall procure that any Managing Agent of any Property enters into a Managing Agent Duty of Care Agreement; and (C) shall procure that any Managing Agent of any Property acknowledges to the Agent that it has notice of the Security created by the Finance Documents and that it agrees to pay all Net Rental Income received by it into the Rent Account without withholding, set-off, or counterclaim. 22.8.3 If any Managing Agent is in material default in its obligations under the relevant Managing Agent Agreement to an extent entitling the relevant Obligor to rescind or terminate that agreement, then if the Agent so requires that Obligor will promptly use all reasonable endeavours to terminate that contract and appoint a new Managing Agent in accordance with Clause 22.8.2.
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Sources: Facility Agreement (Hines Global REIT, Inc.), Facility Agreement (Hines Global REIT, Inc.)