Additional Management Agreement definition

Additional Management Agreement is defined in Section 7.01.

Additional Management Agreement means, collectively, each Management Agreement entered into by any Loan Party after the Closing Date in accordance with Section 6.18(c)(iii) or (iv), which agreement shall be in the form of the GVR Management Agreement or the Borrower Management Agreement with such changes and modifications as are not adverse to the interests of the Lenders in any material respect, as certified by a Responsible Officer of the Borrower to the Administrative Agent; provided that, without limiting the foregoing, (i) the only fees payable to the Manager under such Additional Management Agreement shall be a “Base Management Fee,” an “Incentive Management Fee” and a “Termination Fee,” each of which shall be calculated in the same manner, and consist of the same percentages of “Gross Revenues” and “EBITDA,” as applicable, of the applicable property or business as the corresponding percentages under the GVR Management Agreement and the Borrower Management Agreement, (ii) any such Additional Management Agreement shall contain a provision allowing the “Owner” thereunder to terminate such Additional Management Agreement, without any liability or fee of any kind (including without the need to pay any termination fee, but in no event excusing any liability to pay accrued fees or reimbursable expenses through the date of termination consistent with the applicable Management Fee Subordination Agreement) upon (A) a “Material Loan Default” (as defined in the GVR Management Agreement with references to “Owner” changed to the owner or owners of the property or properties managed) or (B) the Borrower or any Loan Party becomes “Bankrupt” (as defined in the GVR Management Agreement), (iii) any such Additional Management Agreement need not contain provisions equivalent to those set forth in Section 3.2 of the GVR Management Agreement granting the “Owner” thereunder the right to terminate such Additional Management Agreement upon a failure to achieve certain performance thresholds and (iv) any such Additional Management Agreement shall, in any event, be subject to the provisions of Section 7.08. For the avoidance of doubt, any new Management Agreement consolidating the Borrower Management Agreement, the Opco Management Agreement and the GVR Management Agreement as permitted in Section 6.18(c)(iv) hereof shall constitute an Additional Management Agreement for all purposes hereof.

Additional Management Agreement means, in respect of each Additional Vessel, the agreement made or to be made between the relevant Additional Owner and the Technical Manager in a form previously approved in writing by the Agent (acting on the instructions of the Majority Lenders);

Examples of Additional Management Agreement in a sentence

• At any time and from time to time, any TRS or any Affiliate of a TRS (an “ Additional TRS ”) which enters into a management agreement with Manager (an “ Additional Management Agreement ”) for the operation of an additional senior living facility (an “ Additional Facility ”), may, with the consent of Manager and TRSes become a party to this Agreement with respect to such Additional Facility by signing an accession agreement confirming the applicability of this Agreement to such Additional Facility.