Each Party shall appoint a project manager to act as the primary contact for such Party in connection with matters related to the performance of the Service (each a “Project Manager”). The Project Manager is responsible for management of the ongoing activities related to the Services. A Party may replace its Project Manager(s) at any time and from time to time for any reason by providing advance written notice of the change to the other Party.

Management Reports. The Borrower shall deliver to the Administrative Agent and the Lenders, concurrently with the delivery of the quarterly and annual financial statements set forth in [subsections (a) and (b)])] above, a copy of any management report, letter or similar writing furnished to the Companies by the accountants in respect of the systems, operations, financial condition or properties of the Companies.

Management Letters. Promptly after any Borrower’s receipt thereof, a copy of each report or any “management letter” submitted to such Borrower or any of its Subsidiaries by its certified public accountants and the management’s responses thereto.

Management Process. In the event that any dispute arises under this Agreement, the parties agree to negotiate in good faith to resolve such dispute, in accordance with the dispute resolution process set forth herein, prior to seeking relief. Initially, either party may at any time deliver a written notice to the other party that it wishes to refer a dispute to the applicable Program Leads. Following receipt of such notice, such Program Leads shall negotiate in good faith to resolve such dispute within a period of ten (10) days (or such longer period of time as such Program Leads may agree in writing). If, at the end of such period, such Program Leads have not fully resolved the dispute, either party may deliver written notice to the other party that that it wishes to refer the dispute to the level of “Business Managers.” Initially, Provider’s Business Manager shall be Joyce Ritzert and Recipient’s Business Manager shall be head of finance for TTEC Engage business segment (as of the date hereof) Mr. Francois Bourret. The Business Managers shall attempt to arrive at an agreeable resolution through good faith discussions, over a period of at least twenty (20) calendar days, or such other longer period as may be mutually agreed upon in writing by the parties.

Transportation Management. Tenant shall reasonably comply with all present or future programs intended to manage parking, transportation or traffic in and around the Project and/or the Building, and in connection therewith, Tenant shall take responsible action for the transportation planning and management of all employees located at the Premises by working directly with Landlord, any governmental transportation management organization or any other transportation-related committees or entities. Such programs may include, without limitation: # restrictions on the number of peak-hour vehicle trips generated by Tenant; # increased vehicle occupancy; # implementation of an in-house ridesharing program and an employee transportation coordinator; # working with employees and any Project, Building or area-wide ridesharing program manager; # instituting employer-sponsored incentives (financial or in-kind) to encourage employees to rideshare; and # utilizing flexible work shifts for employees.

asset purchases of the Covenant Entities (including purchases of inventory, supplies, materials and equipment[[Borrower:Organization]] and the licensing, leasing or contribution of intellectual property pursuant to joint marketing or other arrangements with other Persons, in each case in the ordinary course of business;

Management Rights. Borrower shall permit any representative that Agent or the Lenders authorizes, including its attorneys and accountants, to inspect the Collateral and examine and make copies and abstracts of the books of account and records of Borrower at reasonable times and upon reasonable notice during normal business hours; provided, however, that so long as no Event of Default has occurred and is continuing, such examinations shall be limited to no more often than once per fiscal year. In addition, any such representative shall have the right to meet with management and officers of Borrower to discuss such books of account and records. In addition, Agent or the Lenders shall be entitled at reasonable times and intervals to consult with and advise the management and officers of Borrower concerning significant business issues affecting Borrower. Such consultations shall not unreasonably interfere with Borrower’s business operations. The parties intend that the rights granted Agent and the Lenders shall constitute “management rights” within the meaning of 29 C.F.R. Section 2510.3-101(d)(3)(ii), but that any advice, recommendations or participation by Agent or the Lenders with respect to any business issues shall not be deemed to give Agent or the Lenders, nor be deemed an exercise by Agent or the Lenders of, control over Borrower’s management or policies.

Construction Management. Landlord or its designated agent or affiliate shall have the right to supervise the Work, make disbursements to the contractor, act as liaison between the contractor, Tenant, and other Building tenants and occupants, and to facilitate and coordinate the relationship between the Work, the Building and the Building’s systems.

The management organization of the Company shall consist of the following senior managers (the “Senior Managers”): one CEO, one Chief Financial Officer (the “CFO”) and such other officers that the Board may designate from time to time as being necessary for the operation of the Company.

Management Fee. As consideration for the services to be rendered by Manager pursuant to this Agreement as manager and operator of the Premises, Manager shall be paid the following Base Management Fee and Incentive Management Fee (as such terms are hereinafter defined (collectively called the “Management Fee”) for the Hotel as follows: