Common use of Termination of Manager Clause in Contracts

Termination of Manager. If (i) as of any Calculation Date, Borrowers fail to maintain a Debt Service Coverage Ratio of at least 1.50:1, (ii) an Event of Default shall be continuing, (iii) Property Manager is in default under any Property Management Agreement beyond any applicable notice and cure periods, (iv) Property Manager shall become a debtor in any Bankruptcy Proceeding or (v) upon the gross negligence, malfeasance or willful misconduct of Property Manager, Borrowers shall, at the request of Lender, terminate the Management Agreements and replace Property Manager with a replacement property manager acceptable to Lender in Lender’s reasonable discretion and, if a Securitization has occurred, the applicable Rating Agencies, on terms and conditions reasonably satisfactory to Lender and, if a Securitization has occurred, the applicable Rating Agencies. All calculations of the Debt Service Coverage Ratio for purposes of this Section 5.12.2 shall be subject to verification by Lender. Borrowers’ failure to appoint an acceptable property manager within thirty (30) days after Lender’s request of Borrowers to terminate the Property Management Agreements shall constitute an immediate Event of Default. Borrowers may from time to time appoint a successor property manager to manage the Properties, provided that such successor property manager and Property Management Agreement shall be approved in writing by Lender in Lender’s reasonable discretion and, if a Securitization has occurred, the applicable Rating Agencies (and Lender’s approval may be conditioned upon Borrowers delivering a Rating Comfort Letter if the Loan, by itself or together with other loans, has been the subject of a Secondary Market Transaction, and if required pursuant to a Pooling and Servicing Agreement from and after the occurrence of a Secondary Market Transaction as to such successor property manager and Property Management Agreement). If at any time Lender consents to the appointment of a new property manager, such new property manager and Borrowers shall, as a condition of Lender’s consent, execute a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Property Manager of even date herewith executed and delivered by Property Manager to Lender.

Termination of Manager. If If: (ia) as of any three (3) consecutive Calculation DateDates, Borrowers fail to maintain a Debt Service Coverage Ratio Yield of at least 1.50:1, seven and three-fourths percent (ii7.75%); (b) an Event of Default shall be continuing, ; (iiic) Property a Manager is in default under any Property Management Agreement beyond any applicable notice and cure periods, Agreement; (ivd) Property a Manager shall become a debtor in any Bankruptcy Proceeding bankruptcy or insolvency proceeding; or (ve) upon the gross negligence, malfeasance or willful misconduct of Property a Manager, Borrowers shall, at the request of Lender, terminate the Management Agreements Agreement or Management Agreements, as applicable, and replace Property the subject Manager or Managers with a replacement property manager acceptable to Lender in Lender’s reasonable discretion and, if a Securitization has occurred, the applicable Rating Agencies, on terms and conditions reasonably satisfactory to Lender and, if a Securitization has occurred, the applicable Rating Agencies. All calculations of the Debt Service Coverage Ratio Yield for purposes of this Section 5.12.2 shall be subject to verification by Lender. Borrowers’ ' failure to appoint an acceptable property manager within thirty (30) days after Lender’s 's request of Borrowers to terminate the Property any Management Agreements Agreement shall constitute an immediate Event of Default. Borrowers may from time to time appoint a successor property manager to manage one or more of the Properties, provided that such successor property manager and Property Management Agreement shall be approved in writing by Lender in Lender’s reasonable discretion and, if a Securitization has occurred, the applicable Rating Agencies (and Lender’s 's approval may be conditioned upon Borrowers delivering a Rating Comfort Letter if the Loan, by itself or together with other loans, has been the subject of a Secondary Market Transaction, and if required pursuant to a Pooling and Servicing Agreement from and after the occurrence of a Secondary Market Transaction as to such successor property manager and Property Management AgreementTransaction). If at any time Lender consents to the appointment of a new property manager, such new property manager and Borrowers shall, as a condition of Lender’s 's consent, execute a consent and subordination of management agreement substantially in the form of the Consent Manager Consent. In addition, if any new manager is an Affiliate of any Borrower, Borrowers shall deliver to Lender a new substantive non-consolidation opinion letter in which the applicable Borrowers are "paired" with such new manager. In the event that a Borrower is self-managing any Property, upon the occurrence of any of the matters that would give Lender the right to request the replacement of a Manager pursuant to this Section 5.12.2, Lender shall have the right to require Borrowers to engage and Subordination of hire a property manager with respect to such Property Manager of even date herewith executed acceptable to Lender and, if a Securitization has occurred, the applicable Rating Agencies, on terms and delivered by Property Manager conditions satisfactory to LenderLender and, if a Securitization has occurred, the applicable Rating Agencies.

Termination of Manager. If (i) as of any Calculation Date, Borrowers fail to maintain a Debt Service Coverage Ratio of at least 1.50:1, (ii) an Event of Default shall be continuing, then upon (iiii) Property Manager is in default under any Property Management Agreement Manager’s failure (beyond any applicable notice or cure periods) to meet the performance standards set forth in the Management Agreement, or (ii) Manager’s default (beyond any notice and cure periods) under any other provision of the Management Agreement, Borrower shall (iv) Property Manager or shall become a debtor in any Bankruptcy Proceeding or (v) upon the gross negligence, malfeasance or willful misconduct of Property Manager, Borrowers shallcause Operating Tenant to), at the written request of Lender, terminate the Management Agreements Agreement and replace Property Manager with a replacement property manager acceptable to Lender in Lender’s reasonable discretion and, if a Securitization has occurred, and the applicable Rating Agencies, Agencies on terms and conditions reasonably satisfactory to Lender and, if a Securitization has occurred, and the applicable Rating Agencies. All calculations of the Debt Service Coverage Ratio for purposes of this Section 5.12.2 shall be subject to verification by Lender. Borrowers’ Borrower’s or Operating Tenant’s failure to appoint an acceptable property manager within thirty ninety (3090) days after Lender’s written request of Borrowers Borrower to terminate the Property Management Agreements Agreement shall constitute an immediate Event of Default. Borrowers Borrower or Operating Tenant may from time to time appoint a successor property manager to manage the PropertiesProperty, provided that such successor property manager and Property Management Agreement shall be approved in writing by Lender in Lender’s reasonable discretion and, if a Securitization has occurred, and the applicable Rating Agencies (and Lender’s approval may be conditioned upon Borrowers Borrower delivering a Rating Comfort Letter if the Loan, by itself or together with other loans, has been the subject of a Secondary Market Transaction, and if required pursuant to a Pooling and Servicing Agreement from and after the occurrence of a Secondary Market Transaction as to such successor property manager and Property Management Agreement). Notwithstanding the foregoing, however, the approval of Lender and the Rating Agencies shall not be required with respect to the appointment of a Qualified Manager. If at any time Lender consents to the appointment of a new property managermanager or a Qualified Manager is appointed, such new property manager (including a Qualified Manager) and Borrowers Borrower or Operating Tenant, as applicable, shall, as a condition of Lender’s consent, execute a consent and subordination of management manager comfort agreement substantially in the form of the Consent and Subordination of Property Manager manager comfort letter of even date herewith executed between Manager and delivered by Property Manager to Lender.

Termination of Manager. If Owner has entered into a Property Management Agreement and: (i) as of any Calculation Date, Borrowers fail to maintain a Debt Service Coverage Ratio of at least 1.50:1, (iia) an Event of Default shall be continuing, ; (iiib) Property Manager is in default under any Property the Management Agreement beyond any applicable notice and cure periods, ; (ivc) Property Manager shall become a debtor in any Bankruptcy Proceeding bankruptcy or insolvency proceeding; or (vd) upon the gross negligence, malfeasance or willful misconduct of Property ManagerManager with respect to the Property, Borrowers Borrower shall, at the request of LenderLender (subject, however, to the rights of Senior Lender under the Senior Loan Documents), cause Owner to terminate the Management Agreements and Agreement, and, subject to the rights of Senior Lender under the Senior Loan Documents, replace Property Manager with a replacement property manager acceptable to Lender in Lender’s reasonable discretion and, if a Securitization has occurred, the applicable Rating Agencies, on terms and conditions reasonably satisfactory to Lender and, if a Securitization has occurred, the applicable Rating Agencies. All calculations of the Debt Service Coverage Ratio for purposes of this Section 5.12.2 shall be subject Borrower’s failure to verification by Lender. Borrowers’ failure cause Owner to appoint an acceptable property manager within thirty (30) days after Lender’s request of Borrowers Borrower to terminate the Property Management Agreements Agreement shall constitute an immediate Event of Default. Borrowers Borrower may from time to time cause Owner to appoint a successor property manager to manage the PropertiesProperty, provided that such successor property manager and Property Management Agreement shall be approved in writing by Lender in Lender’s reasonable discretion and, if a Securitization has occurred, the applicable Rating Agencies (and Lender’s approval may be conditioned upon Borrowers Borrower delivering a Rating Comfort Letter if the Loan, by itself or together with other loans, has been the subject of a Secondary Market Transaction, and if required pursuant to a Pooling and Servicing Agreement from and after the occurrence of a Secondary Market Transaction as to such successor property manager and Property Management AgreementTransaction). If at any time Lender consents to the appointment of a new property manager, such new property manager and Borrowers Borrower shall, as a condition of Lender’s consent, execute a consent and subordination of management agreement substantially in form and substance satisfactory to Lender (subject to the form rights of the Consent and Subordination of Property Manager of even date herewith executed and delivered by Property Manager to LenderSenior Lender under the Senior Loan Documents).

Termination of Manager. If (i) as of any Borrower fails to satisfy the Minimum DSCR Threshold for two consecutive Calculation DateDates, Borrowers fail to maintain a Debt Service Coverage Ratio of at least 1.50:1, or (ii) an Event of Default shall be continuing, or (iii) Property Manager is in default under any Property the Management Agreement beyond any applicable notice and and/or cure periodsperiod, or (iv) Property Manager shall become a debtor in any Bankruptcy Proceeding or (v) upon the gross negligence, malfeasance or willful misconduct of Property the Manager, Borrowers Borrower shall, at the request of Lender, terminate the Management Agreements Agreement and replace Property Manager with a replacement property manager acceptable to Lender in Lender’s reasonable discretion and, if a Securitization has occurred, and acceptable to the applicable Rating Agencies, Agencies on terms and conditions reasonably satisfactory to Lender and, if a Securitization has occurred, and satisfactory to the applicable Rating Agencies. All calculations of the Debt Service Coverage Ratio for purposes of this Section 5.12.2 shall be subject to verification by Lender. Borrowers’ Borrower’s failure to appoint an acceptable property manager within thirty forty-five (3045) days after Lender’s request of Borrowers Borrower to terminate the Property Management Agreements Agreement shall constitute an immediate Event of Default. Borrowers Borrower may from time to time appoint a successor property manager to manage the PropertiesProperty, provided that such successor property manager and Property Management Agreement shall be approved in writing by Lender in Lender’s reasonable discretion and, if a Securitization has occurred, and approved by the applicable Rating Agencies (and Lender’s approval may be conditioned upon Borrowers Borrower delivering a Rating Comfort Letter if the Loan, by itself or together with other loans, has been the subject of a Secondary Market Transaction, and if required pursuant to a Pooling and Servicing Agreement from and after the occurrence of a Secondary Market Transaction as to such successor property manager and Property Management Agreement). If at any time Lender consents to the appointment of a new property manager, such new property manager and Borrowers Borrower shall, as a condition of Lender’s consent, execute a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Property Manager of even date herewith executed and delivered by Property Manager to Lender.

Termination of Manager. If If: (ia) as of any Calculation Date, Borrowers fail Borrower fails to maintain a Debt Service Coverage Ratio Yield of at least 1.50:1, 8.50% (iiunless such failure is due solely to a short-term decline in Net Operating Income resulting from renovations to the Property required by Franchisor); (b) an Event of Default shall be continuing, ; (iiic) Property Manager is in default under any Property the Management Agreement beyond any applicable notice and cure periods, Agreement; (ivd) Property Manager shall become a debtor in any Bankruptcy Proceeding bankruptcy or insolvency proceeding; or (ve) upon the gross negligence, malfeasance or willful misconduct of Property Manager, Borrowers Borrower shall, at the request of Lender, terminate the Management Agreements Agreement and replace Property Manager with a replacement property manager acceptable to Lender in Lender’s reasonable discretion and, if a Securitization has occurred, the applicable Rating Agencies, on terms and conditions reasonably satisfactory to Lender and, if a Securitization has occurred, the applicable Rating Agencies. All calculations of the Debt Service Coverage Ratio Yield for purposes of this Section 5.12.2 shall be subject to verification by Lender. Borrowers’ Borrower’s failure to appoint an acceptable property manager within thirty forty five (3045) days after Lender’s request of Borrowers Borrower to terminate the Property Management Agreements Agreement shall constitute an immediate Event of Default. Borrowers Borrower may from time to time appoint a successor property manager to manage the PropertiesProperty, provided that such successor property manager and Property Management Agreement shall be approved in writing by Lender in Lender’s reasonable discretion and, if a Securitization has occurred, the applicable Rating Agencies (and Lender’s approval may be conditioned upon Borrowers Borrower delivering a Rating Comfort Letter if the Loan, by itself or together with other loans, has been the subject of a Secondary Market Transaction, and if required pursuant to a Pooling and Servicing Agreement from and after the occurrence of a Secondary Market Transaction Transaction). Notwithstanding the foregoing, however, provided no Event of Default is continuing, (a) the approval of Lender and the Rating Agencies shall not be required with respect to the appointment of a Qualified Manager and (b) upon the occurrence of a Condor Change of Control Event, Borrower may terminate the Management Agreement and replace the Manager with a Qualified Manager so long as such new Qualified Manager is in place prior to such successor property manager and Property Management Agreement)or concurrently with the termination of the prior Manager. If at any time Lender consents to the appointment of a new property managermanager or a Qualified Manager is appointed, such new property manager (including any Qualified Manager) and Borrowers Borrower shall, as a condition of Lender’s consent, execute (a) a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Property Manager of even date herewith executed and delivered by Property Manager substance reasonably acceptable to Lender.Lender and

Termination of Manager. If (i) as of any Calculation Date, Borrowers fail Borrower fails to maintain a Debt Service Coverage Ratio of at least 1.50:1, 1.05:1 or (ii) an Event of Default shall be continuing, or (iii) Property Manager is in default under any Property the Management Agreement beyond any applicable notice and cure periodsAgreement, or (iv) Property Manager shall become a debtor in any Bankruptcy Proceeding or (v) upon the gross negligence, malfeasance or willful misconduct of Property the Manager, Borrowers Borrower shall, at the request of Lender, terminate the Management Agreements Agreement and replace Property Manager with a replacement property manager acceptable to Lender in Lender’s reasonable 's discretion and, if a Securitization has occurred, and the applicable Rating Agencies, Agencies on terms and conditions reasonably satisfactory to Lender and, if a Securitization has occurred, and the applicable Rating Agencies. All calculations of the Debt Service Coverage Ratio for purposes of this Section SECTION 5.12.2 shall be subject to verification by Lender. Borrowers’ Borrower's failure to appoint an acceptable property manager within thirty (30) days after Lender’s 's request of Borrowers Borrower to terminate the Property Management Agreements Agreement shall constitute an immediate Event of Default. Borrowers Borrower may from time to time appoint a successor property manager to manage the PropertiesProperty, provided that such successor property manager and Property Management Agreement shall be approved in writing by Lender in Lender’s reasonable 's discretion and, if after a Securitization has occurredSecondary Market Transaction, the applicable Rating Agencies (and and, after a Secondary Market Transaction, Lender’s 's approval may be conditioned upon Borrowers Borrower delivering a Rating Comfort Letter if the Loan, by itself or together with other loans, has been the subject of a Secondary Market Transaction, and if required pursuant to a Pooling and Servicing Agreement from and after the occurrence of a Secondary Market Transaction as to such successor property manager and Property Management Agreement). If at any time Lender consents to the appointment of a new property manager, such new property manager and Borrowers Borrower shall, as a condition of Lender’s 's consent, execute a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Property Manager of even date herewith executed and delivered by Property Manager to Lender.

Termination of Manager. If (i) as of any Calculation Date, Borrowers fail to maintain a Debt Service Coverage Ratio of at least 1.50:1intentionally omitted, (ii) an Event of Default shall be continuing, (iii) Property Manager is in default under any Property the Management Agreement beyond any applicable notice and cure periods, (iv) Property Manager shall become a debtor in any Bankruptcy Proceeding bankruptcy or insolvency proceeding or (v) upon the gross negligence, malfeasance or willful misconduct of Property Manager, Borrowers Borrower shall, at the within thirty (30) days following request of by Lender, terminate the Management Agreements Agreement and replace Property Manager with a replacement property manager acceptable to Lender in Lender’s reasonable discretion and, if the Loan is included in a Securitization has occurredSecuritization, the applicable Rating Agencies, on terms and conditions reasonably satisfactory to Lender and, if the Loan is included in a Securitization has occurredSecuritization, the applicable Rating Agencies. All calculations of the Debt Service Coverage Ratio for purposes of this Section 5.12.2 shall be subject to verification by Lender. Borrowers’ Borrower’s failure to appoint an acceptable property manager within thirty (30) days after Lender’s request of Borrowers Borrower to terminate the Property Management Agreements Agreement shall constitute an immediate Event of Default. Borrowers Borrower may from time to time appoint a successor property manager to manage the PropertiesProperty, provided that such which successor property manager and Property Management Agreement shall be approved in writing by Lender in Lender’s reasonable discretion and, if the Loan is included in a Securitization has occurredSecuritization, the applicable Rating Agencies (and Lender’s approval may be conditioned upon Borrowers delivering a Rating Comfort Letter if the Loan, by itself or together with other loans, has been the subject of a Secondary Market Transaction, and if required pursuant to a Pooling and Servicing Agreement from and after the occurrence of a Secondary Market Transaction as to such successor property manager and Property Management Agreement)Agencies. If at any time Lender consents to the appointment of a new property manager, such new property manager and Borrowers Borrower shall, as a condition of Lender’s consent, execute a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Property Manager of even date herewith executed and delivered by Property Manager to Lender.. 5.19

Termination of Manager. If (i) as of any Calculation Date, Borrowers fail to maintain a Debt Service Coverage Ratio of at least 1.50:11.20:1, (ii) an Event of Default shall be continuing, (iii) Property Manager is in default under any the Property Management Agreement beyond any applicable notice and cure periods, (iv) Property Manager shall become a debtor in any Bankruptcy Proceeding or (v) upon the gross negligence, malfeasance or willful misconduct of Property Manager, Borrowers shall, at the request of Lender, terminate the Management Agreements Agreement and replace Property Manager with a replacement property manager acceptable to Lender in Lender’s reasonable discretion and, if a Securitization has occurred, the applicable Rating Agencies, on terms and conditions reasonably satisfactory to Lender and, if a Securitization has occurred, the applicable Rating Agencies. All calculations of the Debt Service Coverage Ratio for purposes of this Section 5.12.2 shall be subject to verification by Lender. Borrowers’ failure to appoint an acceptable property manager within thirty (30) days after Lender’s request of Borrowers to terminate the Property Management Agreements Agreement shall constitute an immediate Event of Default. Borrowers may from time to time appoint a successor property manager to manage the Properties, provided that such successor property manager and Property Management Agreement shall be approved in writing by Lender in Lender’s reasonable discretion and, if a Securitization has occurred, the applicable Rating Agencies (and Lender’s approval may be conditioned upon Borrowers delivering a Rating Comfort Letter if the Loan, by itself or together with other loans, has been the subject of a Secondary Market Transaction, and if required pursuant to a Pooling and Servicing Agreement from and after the occurrence of a Secondary Market Transaction as to such successor property manager and Property Management Agreement). If at any time Lender consents to the appointment of a new property manager, such new property manager and Borrowers shall, as a condition of Lender’s consent, execute a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Property Manager of even date herewith executed and delivered by Property Manager to Lender.