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. (a) To the extent Borrower enters into any Management Agreement, such Management Agreement shall include provisions that if any of the following conditions occur during the term of the Loan: (a) at any time, the Debt Service Coverage Ratio Premises for the immediately preceding twelve (12) month period is less than 1.3x or (b) the amounts evidenced by the Note have been accelerated; or (c) the Manager shall become insolvent, the 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. Notwithstanding the foregoing, if the reason for termination of the Manager is subsection (a) above, the Borrower may elect from time to time to provide additional collateral for a portion of the Loan such that, if the outstanding principal balance of the Loan were equal to such principal balance less the lower of (as determined by Lender) the face amount or fair market value of the additional collateral, the Debt Service Coverage Ratio Premises (after adjusting the Debt Service accordingly to reflect same) would equal or exceed 1.3x, in which case no termination would be effective. Any such additional collateral would not be released until Borrower has demonstrated a Debt Service Coverage Ratio Premises in excess of 1.3x without taking into account the additional collateral. All additional collateral must be U.S. Obligations and must be accompanied by such additional security agreements, financing statements and other documents or instruments, including opinions of Borrower's counsel, which in the reasonable opinion of Lender and its counsel would be necessary or advisable to create in Lender a first perfected security interest in the additional collateral. In addition and as a condition to the posting of such additional collateral, Lender shall have received written affirmation from the Rating Agencies that the credit ratings of the Securities immediately prior to such posting will not be qualified, downgraded or withdrawn as a result of such posting, which affirmation may be granted or withheld in the Rating Agencies' sole and absolute discretion.
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 may be 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) 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. 51 5.13 SPECIAL PURPOSE BANKRUPTCY REMOTE ENTITY........................52 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 (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 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.
