Management Agreements. Prior to the Closing Date, Laidian, Yongzhou JIT and Guangzhou JIE shall cooperate in preparing agreements pursuant to which Laidian shall provide Yongzhou JIT with the management services of [[Person A:Person]]n exchange for which Yongzhou JIT shall pay to Laidian 85.53% of the net income earned by Yongzhou JIT during any period in which it received the management services of [[Person A:Person]] or any successor to his position with Laidian. The agreements to be prepared shall include the following agreements (the “Management Agreements”):

Management Agreements. The Agent shall have received true, correct and complete copies of each Management Agreement affecting (i.e., being entered concurrently with the making of the Loan or to be entered promptly thereafter) any Property, and each shall be satisfactory in form and substance to the Agent. The Agent shall have received the Assignment of Management Agreements in form and substance satisfactory to the Agent, duly executed by the Borrowers and each Manager.

Management Agreements. As of the date hereof, each Management Agreement is in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default by any Borrower thereunder. Neither the execution and delivery of the Loan Documents nor any Borrower’s performance thereunder will adversely affect any Borrower’s rights under any Management Agreement. None of the Borrowers nor any Manager has exercised any termination option under any Management Agreement, none of the Borrowers has given any notice to any Manager of any Borrower’s election to terminate any Management Agreement effective as of a date after the date hereof, none of the Borrowers has received from any Manager such Manager’s notice of its election to terminate any Management Agreement effective as of a date after the date hereof. The copies of the Management Agreements delivered to the Agent are true and complete, and there are no oral agreements with respect thereto. There is currently no project improvement plan or similar requirement imposed under any Management Agreement.

Shareholders’ Agreements; Management Agreements; Tax Sharing Agreements; and Existing Indebtedness Agreements. On or prior to the Effective Date, there shall have been delivered to Lender true and correct copies of the following documents; provided, that the filing of any such document with the Securities and Exchange Commission shall be deemed to satisfy the delivery requirements of this Section 5.16:

Secured Cash Management Agreements and Secured Hedge Agreements. No Cash Management Bank or Hedge Bank that obtains the benefits of Section 8.03, the Guaranty or any Collateral by virtue of the provisions hereof or of the Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral or amendment to any Loan Document) other than in its capacity as a Lender or Administrative Agent and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements or Secured Hedge Agreements in the case of the Maturity Date.

Effective as of the Closing Date, Seller and each Operating Company, as applicable, shall terminate the existing manager of the Properties and any Non-Assumed Property Contracts.

Transportation Management. ​ shall fully 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, ​ shall take responsible action for the transportation planning and management of all employees located at the Premises by working directly with ​, 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 ​; # 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.

Management Fee. In consideration for ​’s managing the design, permitting, and construction of the Improvements, the Total Development Costs (as defined in Exhibit J to the Lease) shall include a management fee as provided in Exhibit J to the Lease.

Management Incentive. In addition to the Base Salary, the Executive will be eligible to receive an annual MIP Target payment under Adtalem’s annual Management Incentive Plan, as in effect from time to time, upon the achievement of specific Adtalem-wide and personal performance goals that will be determined each fiscal year by the Executive’s direct supervisor and/or the Compensation Committee as necessary and appropriate to comply with Adtalem policy; provided, however, the MIP Award may be based on a higher or lower percentage of the MIP Target for performance which is in excess of target goals or below target goals, respectively. Any MIP Award due and owing hereunder with respect to any fiscal year shall be paid no later than the fifteenth day of the third month following the end of Adtalem’s fiscal year in which the MIP Award was earned.

Management Agreement. At the Closing, the Purchaser and [[Organization A:Organization]] shall enter into the Management Agreement in the form of [Exhibit E] attached hereto (“Management Agreement”).