Back-Up Manager. (a) The Back-Up Manager shall maintain current servicing records and systems concerning the Properties, the Leases and the Mortgage Loans in order to enable it to timely and efficiently assume the responsibilities of the Property Manager and/or Special Servicer in accordance with the Servicing Standard and otherwise in accordance with the terms and conditions of this Agreement.
(b) Subject to Section 6.02, following a Servicer Replacement Event, the Property Manager shall arrange for the delivery to the Back-Up Manager of all of the Servicing Files, which Servicing Files shall contain sufficient data to permit the Back-Up Manager to assume the duties of the Property Manager or Special Servicer hereunder without delay. Subject to Section 6.02, following the Servicer Replacement Event with respect to the Special Servicer, the Special Servicer shall arrange for the delivery to the Back-Up Manager of each of the Servicing Files for any Specially Managed Unit, which Servicing Files shall contain sufficient data to permit the Back-Up Manager to assume the duties of the Special Servicer hereunder without delay. If KeyBank is the Back-Up Manager, (i) any appointment of Back-Up Manager as Property Manager or Special Servicer shall be deemed to be an appointment of Back-Up Manager as both Property Manager and Special Servicer and (ii) in the event KeyBank is terminated as Property Manager or Special Servicer, KeyBank shall automatically be terminated both as Property Manager and Special Servicer. In the event KeyBank is terminated as Sub-Manager under the Sub-Management Agreement, it shall automatically be terminated as Property Manager, Special Servicer and Back-Up Manager, as applicable.
(c) Subject to Section 6.02, following a Servicer Replacement Event, the Back-Up Manager shall use reasonable efforts to diligently complete the physical transfer of servicing from the terminated Property Manager or Special Servicer with the cooperation of such Defaulting Party. From and after the date physical transfer of servicing is completed (the “Back-Up Servicing Transfer Date”), the Back-Up Manager shall service and/or specially service the Properties, Leases and the Mortgage Loans in accordance with the provisions of this Agreement with all the rights and obligations of the Property Manager and the Special Servicer and shall have no liability or responsibility with respect to any obligations of each Defaulting Party, arising or accruing prior to the Back-Up Servicing Trans...
Back-Up Manager. (i) The Back-Up Manager shall maintain current records and systems concerning the SF Properties in order to enable it to timely and efficiently assume the responsibilities of the Asset Manager in accordance with the terms and conditions of this Agreement and the Asset Management Agreement.
(ii) Following an Asset Manager Event of Default, the Administrative Agent shall have the option, in its sole discretion, to arrange for the delivery to the Back-Up Manager of all of the Property Documents, which shall contain sufficient data to permit the Back-Up Manager to assume the duties of the Asset Manager hereunder without delay.
(iii) Following an Asset Manager Event of Default, and if directed by the Administrative Agent in its sole discretion, the Back-Up Manager shall use reasonable efforts to diligently complete the physical transfer of files from the terminated Asset Manager with the cooperation of such defaulting party. From and after the date physical transfer is completed (the “Back-Up Manager Transfer Date”), the Administrative Agent shall have the option, in its sole discretion, to direct the Back-Up Manager to manage the SF Properties in accordance with the provisions of this Agreement, the Diligence Agent Agreement and the Asset Management Agreements with all the rights and obligations of the Asset Manager and the Back-Up Manager, or following an Event of Default, such other agreement as may be entered into between the Administrative Agent and the Back-Up Manager and shall have no liability or responsibility with respect to any obligations of the defaulting party, arising or accruing prior to the Back-Up Manager Transfer Date. The Administrative Agent, if it determines in its reasonable discretion that enforcement rights and/or remedies are available to the Lenders against the terminated Asset Manager and it is prudent under the circumstances to enforce such rights, agree to enforce their rights under this Agreement against the terminated Asset Manager, including any rights they have to enforce each terminated Asset Manager’s obligation to fully cooperate in the orderly transfer and transition of management obligations and otherwise comply with the terms of this Agreement and the Asset Management Agreement. In the event that the Back-Up Manager discovers or becomes aware of any errors in any records or data of the terminated Asset Manager which impairs its ability to perform its duties hereunder, the Back-Up Manager shall notify the Administrative Ag...
Back-Up Manager. If the Back-up Manager or any other Person shall become the Replacement Manager, then the Requisite Global Majority shall have the right to appoint another Eligible Back-up Manager as Back-up Manager.
Back-Up Manager. One or more Back-up Managers may be appointed by the Agent, from time to time, and at any time, in its sole and absolute discretion. The Licensor, the Issuer and the Manager, agree to allow, and consent to, any modifications to this Supply Management Agreement, the Security Agreement and any other Transaction Documents that are reasonably requested by any appointed Back-up Manager or by the Agent in connection with arrangements related to the appointment of such Back-up Manager or the performance of its duties hereunder or under any other Transaction Document. The Back-up Manager shall perform, without limitation, such services under the this Agreement as directed by the Agent, from time to time, in its sole and absolute discretion. Any such Back-up Manager appointed pursuant to this Section shall be entitled to the applicable Back-up Manager Fee.
Back-Up Manager. Additional Remedies of the Issuer and the Indenture Trustee upon a Servicer Replacement Event
Back-Up Manager. If the Back-up Manager or any other Person shall become the Replacement Manager, then the Series Enhancer shall have the right to appoint another Eligible Back-up Manager as Back-up Manager.
Back-Up Manager. In the event that the senior unsecured and uncredit enhanced long term debt rating of Trinity shall be downgraded below "Ba2" by Xxxxx'x or below "BB" by S&P, the Company and the Manager shall, as soon as reasonably practicable, and in any event within 6 months of such downgrade, appoint a back-up Manager (the "Back-up Manager") which is reasonably acceptable to all of the Lenders, the Agent, Xxxxx'x and S&P, which Back-up Manager shall otherwise meet the criteria applicable to a Successor Manager set forth in Section 8.04. Any Back-up Manager shall execute and deliver to the Company and to the Manager an instrument accepting such appointment on terms and conditions approved by Xxxxx'x and the Agent, including customary confidentiality provisions in favor of the Manager and the Company. Upon the occurrence of a Manager Event of Default and the termination of the management term as provided in Section 8.03(a), the Back-up Manager shall be the Successor Manager and shall become vested with all the rights, powers, duties and trusts of the predecessor Manager hereunder with the like effect as if originally named the Manager herein.
Back-Up Manager. Upon receiving written notice from the Manager that a Back-up Manager Event (as defined in the Management Agreement) has occurred, the Manager Transfer Facilitator shall solicit at least three (3) bids from prospective managers to act as a back-up manager to the Manager. The Requisite Global Majority, in consultation with the Manager Transfer Facilitator, shall select the back-up manager (the “Back-up Manager”) from among the competing bidders. The Manager Transfer Facilitator shall, at the direction of the Requisite Global Majority, negotiate the terms and conditions of a back-up management agreement to be executed by the Back-up Manager; provided, however, the final terms and conditions of any such back-up management agreement must be approved by the Requisite Global Majority.”
