Manager Termination Events. Each of the following events shall constitute a “Manager Termination Event” under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either a Securitization Entity, the Back-Up Manager, the Servicer or the Trustee (acting at the direction of the Control Party):
(i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x;
(ii) any failure by the Manager to remit a payment required to be deposited from a Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (ii) if in an amount less than $5 million and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents);
(iii) any failure by the Manager to provide certain certificates or reports as required by Section 4.4 of the Indenture that shall not be cured within ten (10) Business Days (or solely with respect to Quarterly Noteholders’ Reports and the Quarterly Compliance Certificates, five (5) Business Days) of the Manager’s Actual Knowledge thereof;
(iv) a material default by the Manager in the due performance and observance of any covenant set forth herein or any other Transaction Document to which it is party (other than a default subject to subpart (ii) above) that shall have a Material Adverse Effect shall have occurred, and such default shall not be cured within thirty (30) days after the Manager’s Actual Knowledge thereof, provided, however, that as long as the Manager is diligently attempting to cure such default (so long as such default is capable of being cured), such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional thirty (30) days; including, if applicable, by payment of liquidated damages in an amount equal to the Indemnification Amount and provided further that no Manager Termination Event shall occur under this clause (iv) due to the breach of ...
Manager Termination Events. Any of the following events or occurrences shall constitute a Manager Termination Event (a “Manager Termination Event”) under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either the Master Issuer or the Trustee (acting at the direction of the Control Party):
(i) any failure by the Manager to remit to the Collection Account, any Base Indenture Account or any Series Account, within three (3) Business Days of its actual knowledge of its receipt thereof, any payments required to be deposited into the Collection Account, such Base Indenture Account or such Series Account received by it in respect of the Managed Assets;
(ii) the Quarterly DSCR for any Quarterly Payment Date is less than 1.20x.
(iii) any failure by the Manager to provide (A) any required certificate or report set forth in Sections 4.1(a), (b), (d) or (k) of the Base Indenture within three Business Days of its due date or (B) any required certificate or report set forth in Section 4.1(c) of the Base Indenture when due;
(iv) a material default by the Manager in the due performance and observance of any provision of this Agreement or any other Related Document to which it is party and the continuation of such default uncured for a period of 30 days after it has been notified thereof by the Master Issuer or the Control Party, or otherwise obtained knowledge of such default; provided, however, that as long as the Manager is diligently attempting to cure such default, such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional 30 days; and provided, further, that any default related to transfer of a defective asset pursuant to the terms of this Agreement, a Distribution and Contribution Agreement or a Contribution and Sale Agreement shall be deemed cured for purposes hereof upon payment in full by the applicable transferor of the liquidated damages amount specified in this Agreement, such Distribution and Contribution Agreement or such Contribution and Sale Agreement.
(v) any representation, warranty or statement of the Manager made in this Agreement or any other Related Document or in any certificate, report or other writing delivered pursuant thereto that is not qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any material respect, or any such representation, warranty or statement of the Manager that is qua...
Manager Termination Events. All calculations set forth below shall exclude each Property set forth on Schedule 1-A hereto that are not stabilized on the Closing Date until the the sixtieth (60th) day following the date on which renovations of such Property have been completed.
Manager Termination Events. Any of the following acts or occurrences shall constitute a Manager Termination Event under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by the Master Issuer, the Control Party, the Back-Up Manager or the Trustee (acting at the direction of the Control Party): (i) any failure by the Manager to remit a payment required to be deposited from a Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days (unless such payment requires an international funds transfer, in which case such funds must be deposited to the applicable account within five (5) Business Days of receipt) of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Related Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (i) if in an amount less than $5,000,000 and cured within three (3) Business Days of a Manager Termination Event under this clause (i) (unless such payment requires an international funds transfer, in which case such breach may be cured within five (5) Business Days of a Manager Termination Event under this clause (i)) after the Manager obtains Actual Knowledge thereof (it being understood that the Manager shall not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Related Documents); (ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x; 45 143946769_2
Manager Termination Events. The occurrence of any of the following events shall constitute a “Manager Termination Event” under this Agreement:
Manager Termination Events. Any of the following acts or occurrences shall constitute a “Manager Termination Event” under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either a Securitization Entity, the Back-Up Manager, the Control Party (acting at the direction of the Controlling Class Representative) or the Trustee (acting at the direction of the Control Party):
(i) any failure by the Manager to remit a payment required to be deposited from the Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (i) if in an amount less than $250,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents);
(ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, either the P&I DSCR Deemed Principal Amortization Amount or clause (C) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR);
(iii) any failure by the Manager to provide any required certificate or report set forth in Sections 4.1(a), (c), (d), (e), (f), (g) or (h) of the Base Indenture within three (3) Business Days of its due date;
(iv) a material default by the Manager in the due performance and observance of any material provision of this Agreement or any other Transaction Document (other than as described above) to which it is party and the continuation of such default for a period of 30 days after the Manager has been notified thereof in writing by any Securitization Entity or the Control Party; provided, however, that as long as the Manager is diligently attempting to cure such default (so long as such default is capable of being cured), such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional 30 days;
(v) any representation, warranty or statement of the Manager made in this Agreement or any othe...
