Assignment of Management definition

Assignment of Management. Agreement shall mean, collectively, that certain: (a) Manager’s Consent and Subordination of Management Agreement, dated as of the date hereof, among Lender, Borrower and CBRE, with respect to the Individual Properties located in the State of California, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time; and (b) Manager’s Consent and Subordination of Management Agreement, dated as of the date hereof, among Lender, Borrower and ▇▇▇▇▇▇▇▇ ▇▇▇▇, with respect to the Individual Property located in the State of Texas, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedBook a Demo

Assignment of Management. AGREEMENT shall mean the Assignment of Management Agreement dated as of the Original Closing Date, among the Issuer, as assignor, the Originator, as assignee, and the Operating Partnership, as Manager, and assigned and transferred by the Originator to KPMCC pursuant to the KPMCC Assignment, and in turn assigned and transferred by KPMCC to the Indenture Trustee pursuant to the Security Documents Assignment, a copy of which Assignment of Management Agreement is annexed hereto as Exhibit D, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. AUTHENTICATING AGENT shall mean any Person authorized in writing by the Indenture Trustee pursuant to Section 613 to act on behalf of the Indenture Trustee to authenticate the Notes. AUTHORIZED AGENT shall mean any Person authorized by the Issuer in writing to act on behalf of the Issuer to give or receive notices or instructions. AUTHORIZED PARTNER shall have the meaning provided in Section 304. BANKING DAY shall mean any day other than a Saturday, Sunday or a day on which commercial banks located in New York, New York or the State of California are required or authorized by applicable law or executive order to close. CALCULATION PERIOD shall mean a period of four (4) consecutive calendar quarters ending on the March 31, June 30, September 30 or December 31 immediately preceding the date as of which the Debt Service Coverage Ratio is to be determined. CASH shall mean coin or currency of the United States of America or immediately available federal funds, including funds delivered by wire transfer. CASUALTY shall have the meaning specified in Section 1101(a). CERCLA shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. ss. 9601 et seq.), as heretofore or hereafter amended or supplemented from time to time, including, without limitation, the Superfund Amendments and Reauthorization Act of 1986. CHARGES shall have the meaning specified in Section 310(e). CODE shall mean the Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations of the United States Department of the Treasury promulgated pursuant thereto. COMMISSION shall mean the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assig...

Assignment of Management means the first priority assignment of the Management Agreement” Agreement in favor of the Collateral Agent in respect of the Project, substantially in the form of Exhibit I;

Examples of Assignment of Management in a sentence

• Lender shall have also received from Borrower fully executed counterparts of the Assignment of Management Agreement and the other Loan Documents.

• If at any time Lender consents to the appointment of a new Property Manager, such new Property Manager and Borrower will, as a condition of Lender’s consent, execute an Assignment of Management Agreement in a form acceptable to Lender.

• New Manager and Borrower shall execute an Assignment of Management Agreement in the form then used by Lender.

• Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action.

• If at any time Lender consents to the appointment of a new Property Manager or Facility Operator, such new Property Manager or Facility Operator and Borrower (or if Borrower is not a party thereto, a Facility Operator) will, as a condition of Lender’s consent, execute an Assignment of Management Agreement or assignment of operating agreement, as the case may be, in a form acceptable to Lender in its discretion.

• Pursuant to the terms of the applicable Subordination Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action.

• New Manager shall be engaged by Borrower pursuant to a written management agreement that complies with the terms hereof and of the Assignment of Management Agreement and is otherwise satisfactory to Lender in all respects.

• Lender shall have received the original of the Assignment of Management Agreement executed by each of Borrower and Manager.

• Lender shall have also received from (i) Borrower fully executed counterparts of the Environmental Indemnity, Cash Management Agreement and Assignment of Management Agreement and (ii) Guarantor, a fully executed counterpart of the Guaranty.

• Borrower shall or shall cause Mortgage Borrower to notify Lender if Manager further sub-contracts to a third party or an Affiliate any or all of its management responsibilities under the Management Agreement and Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to cause Manager to cause any sub-contracts of its management responsibilities to be entered into in accordance with the terms and conditions of the Assignment of Management Agreement.