Common use of Termination of Manager Clause in Contracts

Termination of Manager. If (i) as of the last day of each three (3) consecutive calendar quarter period during the Term, Borrower fails to maintain a Debt Service Coverage Ratio of at least 1.05:1, or (ii) an Event of Default shall be continuing, or (iii) Manager is in default under the Management Agreement, or (iv) upon the gross negligence, malfeasance or willful misconduct of Manager, or (v) upon any Bankruptcy Action related to Manager that is not dismissed within thirty (30) days of commencement thereof, Borrower shall, at the request of Lender, terminate the Management Agreement and replace Manager with a Qualified Manager and enter into a Replacement Management Agreement on terms and conditions satisfactory to Lender and the applicable Rating Agencies. Borrower’s failure to appoint a Qualified Manager within thirty (30) days after Lender’s request of Borrower to terminate the Management Agreement shall constitute an immediate Event of Default. Borrower may from time to time appoint a successor Qualified Manager to manage the Property, provided that such successor Qualified Manager and Replacement Management Agreement shall be approved in writing by Lender in Lender’s discretion and the applicable Rating Agencies (and Lender’s approval may be conditioned upon Borrower’s delivering prior written confirmation from the applicable Rating Agencies that management of the Property by such successor Qualified Manager and pursuant to the Replacement Management Agreement will not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities or any class thereof).

Termination of Manager. If (i) as of the last day of each three (3) consecutive calendar quarter period during the Term, Borrower fails to maintain a Debt Service Coverage Ratio of at least 1.05:1, or (ii) an Event of Default shall be continuing, or (iiiii) Manager is in default under the Management Agreement, or (iii) Manager shall become a debtor in any bankruptcy or insolvency proceeding or (iv) upon the gross negligence, malfeasance or willful misconduct of Manager, or (v) upon any Bankruptcy Action related to Manager that is not dismissed within thirty (30) days of commencement thereof, Borrower shall, at the request of Lender, O terminate the Management Agreement and replace Manager with a Qualified Manager and enter into replacement manager acceptable to Lender in Lender's discretion, and, if a Replacement Management Agreement Securitization has occurred, the applicable Rating Agencies, on terms and conditions satisfactory to Lender and and, if a Securitization has occurred, the applicable Rating Agencies. Borrower’s 's failure to appoint a Qualified Manager an acceptable manager within thirty (30) days after Lender’s 's request of Borrower to terminate the Management Agreement shall constitute an immediate Event of Default. Borrower may from time to time appoint a successor Qualified Manager manager to manage the Property, provided that such successor Qualified Manager manager and Replacement Management Agreement shall be approved in writing by Lender in Lender’s 's discretion and and, if a Securitization has occurred, the applicable Rating Agencies (and Lender’s 's approval may be conditioned upon Borrower’s Borrower delivering prior written confirmation 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 applicable Rating Agencies that occurrence of a Secondary Market Transaction) as to such successor manager and Management Agreement). If at any time Lender consents to the appointment of a new manager, such new manager and Borrower shall, as a condition of Lender's consent, execute a consent and subordination of management agreement substantially in the form of the Property Consent and Subordination of Manager of even date herewith executed and delivered by such successor Qualified Manager and pursuant to the Replacement Management Agreement will not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities or any class thereof)Lender.

Termination of Manager. If (i) as of the last day of each three (3) consecutive calendar quarter period during the Term, Borrower fails to maintain a Debt Service Coverage Ratio of at least 1.05:1, or (ii) an Event of Default shall be continuing, or (iii) Manager is in default under the Management Agreement, or (iv) upon the gross negligence, malfeasance or willful misconduct of Manager, or (v) upon any Bankruptcy Action related to Manager that is not dismissed within thirty (30) days of commencement thereof, Borrower shall, at the request of Lender, terminate the Management Agreement and replace Manager with a Qualified Manager and enter into a Replacement Management Agreement on terms and conditions satisfactory to Lender and the applicable Rating Agencies. Borrower’s failure to appoint a Qualified Manager within thirty (30) days after Lender’s request of Borrower to terminate the Management Agreement shall constitute an immediate Event of Default. Borrower may from time to time appoint a successor Qualified Manager to manage the Property, provided that such successor Qualified Manager and Replacement Management Agreement shall be approved in writing by Lender in Lender’s discretion and the applicable Rating Agencies (and Lender’s approval may be conditioned upon Borrower’s delivering prior written confirmation from the applicable Rating Agencies that management of the Property Properties by such successor Qualified Manager and pursuant to the Replacement Management Agreement will not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities or any class thereof).