Back-Up Manager. (a) The Back-Up Manager shall maintain current servicing records and systems concerning the Properties, the Leases and the Mortgage Loans in order to enable it to timely and efficiently assume the responsibilities of the Property Manager and/or Special Servicer in accordance with the Servicing Standard and otherwise in accordance with the terms and conditions of this Agreement.
Back-Up Manager. If the Back-up Manager or any other Person shall become the Replacement Manager, then the Requisite Global Majority shall have the right to appoint another Eligible Back-up Manager as Back-up Manager.
Back-Up Manager. (i) The Back-Up Manager shall maintain current records and systems concerning the SF Properties in order to enable it to timely and efficiently assume the responsibilities of the Asset Manager in accordance with the terms and conditions of this Agreement and the Asset Management Agreement.
Back-Up Manager. (a) Following the Successor Replacement Date with respect to the Property Manager, the Property Manager shall arrange for the delivery to the Back-Up Manager of all of the Servicing Files, which Servicing Files shall contain sufficient data to permit the Back-Up Manager to assume the duties of the Property Manager or Special Servicer hereunder without delay on account of the absence of relevant servicing information. Following the Successor Replacement Date with respect to the Special Servicer, the Property Manager or the Special Servicer, as applicable, shall arrange for the delivery to the Back-Up Manager of each of the Servicing Files for any Specially Serviced Asset, which Servicing Files shall contain sufficient data to permit the Back-Up Manager to assume the duties of the Special Servicer hereunder without delay on account of the absence of relevant servicing information.
Back-Up Manager. One or more Back-up Managers may be appointed by the Agent, from time to time, and at any time, in its sole and absolute discretion. The Issuer and the Manager, agree to allow, and consent to, any modifications to this Supply Management Agreement, the Security Agreement and any other Transaction Documents that are reasonably requested by any appointed Back-up Manager or by the Agent in connection with arrangements related to the appointment of such Back-up Manager or the performance of its duties hereunder or under any other Transaction Document. The Back-up Manager shall perform, without limitation, such services under the this Agreement as directed by the Agent, from time to time, in its sole and absolute discretion. Any such Back-up Manager appointed pursuant to this Section shall be entitled to the applicable Back-up Manager Fee.
Back-Up Manager. If the Back-up Manager or any other Person shall become the Replacement Manager, then the Series Enhancer shall have the right to appoint another Eligible Back-up Manager as Back-up Manager.
Back-Up Manager. Section 6.03. Additional Remedies of the Issuer and the Indenture Trustee upon a Servicer Replacement Event
Back-Up Manager. In the event that the senior unsecured and uncredit enhanced long term debt rating of Trinity shall be downgraded below "Ba2" by Xxxxx'x or below "BB" by S&P, the Company and the Manager shall, as soon as reasonably practicable, and in any event within 6 months of such downgrade, appoint a back-up Manager (the "Back-up Manager") which is reasonably acceptable to all of the Lenders, the Agent, Xxxxx'x and S&P, which Back-up Manager shall otherwise meet the criteria applicable to a Successor Manager set forth in Section 8.04. Any Back-up Manager shall execute and deliver to the Company and to the Manager an instrument accepting such appointment on terms and conditions approved by Xxxxx'x and the Agent, including customary confidentiality provisions in favor of the Manager and the Company. Upon the occurrence of a Manager Event of Default and the termination of the management term as provided in Section 8.03(a), the Back-up Manager shall be the Successor Manager and shall become vested with all the rights, powers, duties and trusts of the predecessor Manager hereunder with the like effect as if originally named the Manager herein.
Back-Up Manager. Upon receiving written notice from the Manager that a Back-up Manager Event (as defined in the Management Agreement) has occurred, the Manager Transfer Facilitator shall solicit at least three (3) bids from prospective managers to act as a back-up manager to the Manager. The Requisite Global Majority, in consultation with the Manager Transfer Facilitator, shall select the back-up manager (the “Back-up Manager”) from among the competing bidders. The Manager Transfer Facilitator shall, at the direction of the Requisite Global Majority, negotiate the terms and conditions of a back-up management agreement to be executed by the Back-up Manager; provided, however, the final terms and conditions of any such back-up management agreement must be approved by the Requisite Global Majority.”
