The Borrowers shall cause the Properties to be operated, in all material respects, in accordance with the applicable Management Agreement or Replacement Management Agreement. In the event that any Management Agreement expires or is terminated (without limiting any obligation of any Borrower to obtain the Agent’s consent to any termination or modification of such Management Agreement in accordance with the terms and provisions of this Agreement), the Borrower that was a party to such Management Agreement shall promptly, after obtaining the Agent’s Approval, enter into a Replacement Management Agreement with any Manager or a Qualified Manager, as applicable.

From and after the date that [[Borrower:Organization]] enters into the Management Agreement, [[Borrower:Organization]] shall cause the Property to be operated, in all material respects, in accordance with the Management Agreement or Replacement Management Agreement, as applicable. In the event that the Management Agreement expires or is terminated (without limiting any obligation of [[Borrower:Organization]] to obtain [[Lender:Organization]]’s consent to any termination or modification of the Management Agreement in accordance with the terms and provisions of this Agreement), [[Borrower:Organization]] shall, commensurately with such expiration or termination, enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. [[Borrower:Organization]] hereby agrees that the fee paid to Manager in compensation for Manager’s services conducted in connection with the management of the Property shall not exceed three percent (3.0%) of Operating Income.