Termination of Manager. If (a) the amounts evidenced by the Note have been accelerated pursuant to Section 8.1(b) hereof, (b) the Manager shall become insolvent, (c) the Manager is in default under the terms of the Management Agreement beyond any applicable grace or cure period, or (d) Manager is not managing the Property in accordance with the management practices of nationally recognized management companies managing similar properties in locations comparable to those of the Property, then, in the case of (a), (b), (c) or (d), Borrower shall, at the request of Lender, terminate the Management Agreement and replace the Manager with a manager reasonably approved by Lender on terms and conditions reasonably satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. In addition and without limiting the rights of Lender hereunder or under any of the other Loan Documents, in the event that (i) the Management Agreement is terminated, (ii) the Manager no longer manages the Property, or (iii) a receiver, liquidator or trustee shall be appointed for Manager or if Manager shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Manager, or if any proceeding for the dissolution or liquidation of Manager shall be instituted, then Borrower (at Borrower's sole cost and expense) shall immediately, in its name, establish new deposit accounts separate from any other Person with a depository satisfactory to Lender into which all Rents and other income from the Property shall be deposited and shall grant Lender a first priority security interest in such account pursuant to documentation satisfactory in form and substance to Lender.
Termination of Manager. If (i) as of the end of any calendar ---------------------- quarter, Borrower fails to maintain a Debt Service Coverage Ratio of at least 1.10:1 or (ii) an Event of Default shall be continuing, or (iii) a Manager is in default under its Management Agreement beyond any applicable notice and cure periods, Borrower shall, at the request of Lender, terminate the Management Agreements and replace Managers with a replacement manager acceptable to Lender in Lender's discretion and the applicable Rating Agencies with a management fee not to exceed then market rates and otherwise on terms and conditions satisfactory to Lender and the applicable Rating Agencies unless, in the case of the event described in clause (i) only, Borrower shall prepay a portion of the unpaid Principal to a level such that the Debt Service Coverage Ratio after giving effect to such prepayment is restored to a level of not less than 1.10:1. All calculations of the Debt Service Coverage Ratio for purposes of this Section 5.11.2 shall be subject to verification by Lender. Borrower's failure to appoint an acceptable manager within thirty (30) days after Lender's request of Borrower to terminate the Management Agreements (unless resulting from Lender's or the Rating Agencies' failure to approve proposed replacements) shall constitute an immediate Event of Default. Borrower may from time to time appoint a successor manager to manage the Properties, which successor manager and Management Agreement(s) shall be approved in writing by Lender in Lender's discretion and the applicable Rating Agencies. Notwithstanding anything to the contrary contained herein, Borrower shall have the right, without obtaining Lender's or any Rating Agency's consent, to have RMC/Konover Property Trust, LLC transfer and assign its rights under its Management Agreement to KPT Properties, L.P; provided, however that concurrently with such transfer and assignment, KPT Properties, L.P shall execute and deliver to Lender a Consent and Subordination of Manager in the same form as that delivered to Lender at closing with respect to its existing Management Agreement.
Termination of Manager. If (i) as of any Calculation Date, Borrowers fail 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 the Manager, Borrowers shall, at the request of Lender, terminate the Management Agreement and replace Manager with a replacement manager acceptable to Lender in Lender's discretion and the applicable Rating Agencies on terms and conditions satisfactory to Lender 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' failure to appoint an acceptable manager within thirty (30) days after Lender's request of Borrowers to terminate the Management Agreement shall constitute an immediate Event of Default. Borrowers may from time to time appoint a successor manager to manage the Property, which successor manager and Management Agreement shall be approved in writing by Lender in Lender's discretion and the applicable Rating Agencies.
Termination of Manager. Borrower, upon the request of Lender, shall terminate the Manager, without penalty or fee, if at any time during the Term (a) the Manager shall become Insolvent or a debtor in any bankruptcy or insolvency proceeding, (b) there exists an Event of Default for which Lender has not accepted a cure thereof, (c) the Maturity Date has occurred and the Loan has not been repaid or (d) the Manager’s gross negligence, malfeasance or willful misconduct or the occurrence of a default by Manager under the Management Agreement and its continuance beyond any applicable notice or cure period. At such time as the Manager is removed pursuant to and in accordance with the terms and provisions of the Loan Documents, a replacement manager and management agreement acceptable to Lender and the applicable Rating Agencies in their sole discretion shall assume management of the Property and shall receive a property management fee not to exceed the then current market rates.
Termination of Manager. If (i) an Event of Default shall be continuing, or (ii) Manager is in default under the Management Agreement, or (iii) upon the gross negligence, malfeasance or willful misconduct of the Manager, Borrower shall, at the request of Lender, terminate the Management Agreement and replace Manager with a replacement manager acceptable to Lender in Lender’s discretion and the applicable Rating Agencies on terms and conditions satisfactory to Lender and the applicable Rating Agencies. Borrower’s failure to appoint an acceptable 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 manager to manage the Property, provided that such successor manager and 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 delivering a Rating Comfort Letter 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 Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender.
Termination of Manager. If (i) an Event of Default shall be continuing, or (ii) Manager is in default under the Management Agreement, or (iii) upon the gross negligence, malfeasance or willful misconduct of the Manager, Borrower shall, at the request of Lender, terminate the Management Agreement and replace Manager with a replacement Manager acceptable to Lender (in Lender’s discretion), on terms and conditions satisfactory to Lender, which acceptance may, if required by Lender, be conditioned upon Borrower delivering a Rating Comfort Letter as to such successor Manager and the successor Management Agreement. Additionally, and without limitation of any of the foregoing, if, as of any two (2) consecutive Calculation Dates, Borrower fails to maintain a Debt Service Coverage Ratio of at least 1.01:1.00, then Borrower shall, if requested by Lender, terminate (or cause the termination of) any submanagement agreement and, in such event, shall either (A) cause the Property to be managed directly by the then-existing prime Manager under the then-existing prime Management Agreement then in place between such Manager and Borrower in accordance with this Agreement (without any replacement submanaging agent being utilized to manage the Property), or (B) replace (or cause the replacement of) the submanaging agent thereunder with a replacement submanaging agent acceptable to Lender (in Lender’s reasonable discretion), on terms and conditions satisfactory to Lender, which acceptance may, if required by Lender, be conditioned upon Borrower delivering a Rating Comfort Letter as to such successor submanaging agent and the successor submanagement agreement (it being acknowledged that in such event Borrower shall be required to take one of the actions described in the foregoing clauses (A) or (B) but that it shall be Borrower’s option which of such actions Borrower shall take). If, at any time, Borrower elects, pursuant to clause (A) of the immediately preceding sentence, to cause the Property to be managed directly by the then-existing prime Manager without any replacement submanaging agent, then, if Borrower continues to fail to maintain a Debt Service Coverage Ratio of at least 1.01:1.00 as of the next Calculation Date (or if Borrower does achieve a Debt Service Coverage Ratio of at least 1.01:1.00 as of the next Calculation Date but thereafter, as of any two (2) consecutive Calculation Dates, Borrower fails to maintain a Debt Service Coverage Ratio of at least 1.01:1.00), then Borrower shall, if...
Termination of Manager. 1 5.13 SPECIAL PURPOSE BANKRUPTCY REMOTE ENTITY....................1 5.14
Termination of Manager. If (i) an Event of Default shall be continuing, or (ii) upon the gross negligence, malfeasance or willful misconduct of the Manager, Borrower shall, at the request of Lender, terminate the Management Agreement and replace Manager with a replacement manager acceptable to Lender in Lender’s discretion and the applicable Rating Agencies on terms and conditions satisfactory to Lender and the applicable Rating Agencies. Borrower’s failure to appoint an acceptable manager within thirty (30) days after Lender’s request of Borrower to terminate the Management Agreement shall constitute an immediate Event of Default.
Termination of Manager. If an Event of Default occurs and is continuing, Borrower shall, at the request of Lender, terminate the Management Agreement and replace the Manager with a manager approved by Lender on terms and conditions satisfactory to Lender.
Termination of Manager. If (a) the amounts evidenced by the Note have been accelerated pursuant to Section 8.1(b) hereof, or (b) Manager shall become insolvent, Borrower shall, at the request of Lender, terminate the Management Agreement and replace the Manager with a manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates.
