Matters Concerning Manager. If (a) an Event of Default hereunder has occurred and remains uncured, (b) Manager shall become subject to a Bankruptcy Action, (c) a default occurs under the Management Agreement, or (d) the occurrence of a DSCR Trigger Event, Borrower shall, at the request of Lender, terminate the Management Agreement and replace the Manager with a Qualified Manager pursuant to a Replacement Management Agreement, it being understood and agreed that the management fee for such Qualified Manager shall not exceed then prevailing market rates.
Matters Concerning Manager. If (a) an Event of Default hereunder has occurred and remains uncured, (b) Manager shall become subject to a Bankruptcy Action, or (c) a material default by Manager occurs under the Management Agreement and remains uncured beyond all applicable notice and cure periods, Borrower shall, at the request of Lender, terminate the Management Agreement and replace the Manager with a Qualified Manager pursuant to a Replacement Management Agreement.
Matters Concerning Manager. If (a) an Event of Default hereunder has occurred and remains uncured, (b) Borrower, Guarantor, Sponsor or Manager shall become subject to a Bankruptcy Action, (c) a default occurs under the Management Agreement (beyond any applicable cure period), (d) at any time Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds, (e) fifty percent (50%) or more of the direct or indirect ownership interest in Manager has changed or Control of Manager has changed, in each event from what it was on the Closing Date or (f) the ARD Trigger Event has occurred, Borrower shall, at the request of Lender, terminate the Management Agreement and replace the Manager with a Qualified Manager pursuant to a replacement Management Agreement, it being understood and agreed that the management fee for such Qualified 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 joined 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.
Matters Concerning Manager. If (i) the Manager shall become bankrupt or insolvent, or (ii) a material default by Manager of its material obligations occurs under the Management Agreement beyond any applicable grace and cure periods, Borrower shall, at the request of Lender and after Lender’s reasonable consultation with Borrower, terminate the Management Agreement and replace the Manager with a Qualified Manager pursuant to a Replacement Management Agreement.
Matters Concerning Manager. If (a) an Event of Default occurs and is continuing, (b) Manager shall become subject to a Bankruptcy Action, or (c) a default occurs under the Management Agreement, then, in the case of any of the foregoing, Borrower shall, at the request of Lender, terminate the Management Agreement and replace the Manager with a Qualified Manager (other than Existing Manager or any Person that is under common Control with Existing Manager or Guarantor) pursuant to a Replacement Management Agreement, it being understood and agreed that the management fee for such Qualified Manager shall not exceed then-prevailing market rates.
Matters Concerning Manager. If (a) the Debt has been accelerated pursuant to Section 8.1(b) hereof, (b) Manager shall become bankrupt or insolvent or (c) a default occurs under the Management Agreement which is not cured within any applicable notice or grace period, Borrower shall, at the request of Lender, remove the Property from the application of the Management Agreement if permitted to do so by the terms of the Management Agreement and the Consent Regarding Management Agreement, and replace the Manager of the Property with a Qualified Manager pursuant to a Replacement Management Agreement, it being understood and agreed that the management fee for such Qualified Manager shall not exceed then prevailing market rates.
Matters Concerning Manager. (a) Lender acknowledges that (i) a manager unaffiliated with Borrower may terminate or cause Mortgage Borrower or Baltimore Owner to terminate any applicable management agreement if it is not being paid the management fees due under such management agreement and (ii) an affiliated manager (A) shall not be entitled to a management fee but shall be entitled to reimbursement of reasonable out-of-pocket expenses spent by said manager for the operation of the Properties during the continuance of an Event of Default and (B) may terminate any applicable management agreement after Mortgage Lender takes title to the related Individual Property or Lender takes title to the Collateral in the event said manager is not being paid all fees due under such management agreement.
(b) Subject to the rights of Mortgage Lender, Lender shall have the right to cause Borrower to cause Mortgage Borrower or Baltimore Owner to terminate any management agreement upon the occurrence of any one or more of the following: (i) at any time following the occurrence of and during the continuation of an Event of Default (unless the applicable management agreement to be terminated is then between Mortgage Borrower (and/or Baltimore Owner) and a Qualified Manager not an Affiliate of Mortgage Borrower), (ii) the Manager is subject to a Bankruptcy Action, (iii) the Manager defaults under such management agreement beyond all applicable notice and cure periods.
Matters Concerning Manager. (a) If (i) at any time, the Debt Service Coverage Ratio for the immediately preceding twelve (12) month period is less than 1.10 to 1.0 other than solely as a result of Market Conditions, (ii) an Event of Default occurs and is continuing, (iii) the applicable Manager shall become bankrupt or insolvent, (iv) a material default occurs by the Manager under the applicable Management Agreement beyond any applicable grace and cure periods, or (v) Manager commits gross negligence, malfeasance or willful misconduct, Borrower shall, at the request of Lender, cause the Mortgage Borrowers to remove the Properties from the application of the Management Agreement and replace the applicable Manager with a manager unaffiliated with Manager, Borrower, any Mortgage Borrower, Principal, Guarantor or any Person controlling Manager, Borrower, Principal, any Mortgage Borrower or Guarantor approved by Lender, who shall enter into a new management agreement (that will apply to such Properties) 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.
(b) The fees payable to the Manager shall not exceed the fees set out in Section 5.1 and 5.2 of the Management Agreement, together with the other fees in respect of the Properties managed by such Manager, from time to time required to be paid under the Management Agreement with respect to the applicable Properties, which other fees shall not exceed the fees previously paid with respect to such Properties under the Management Agreement without first obtaining the written approval of Lender to such increased fees.
Matters Concerning Manager. If (a) the Debt has been accelerated pursuant to Section 8.1(b) hereof, (b) an Event of Default occurs and is continuing beyond any applicable notice period and cure period, or (c) Manager shall become bankrupt or insolvent, Borrower shall, at the request of Lender, cause Mortgage Borrower or Property Owner, as applicable, to terminate the Management Agreement and replace Manager with a Qualified Manager pursuant to a Replacement Management Agreement. The parties hereto acknowledge and agree that as of the Manager Collateral Release Date, the Manager Appointment Agreement shall be deemed terminated and shall be of no further force and effect, except with respect to liabilities incurred prior to the date of such termination that remain outstanding as of such date or provisions therein that expressly survive termination.
Matters Concerning Manager. If (i) at any time, the Debt Service Coverage Ratio for the immediately preceding twelve (12) month period is less than 1.0 to 1.0, (ii) an Event of Default occurs and is continuing, (iii) at Maturity the Debt is not repaid in full, (iv) any Manager shall become bankrupt or insolvent or (v) a material default occurs under any Management Agreement beyond any applicable grace and cure periods, Borrowers shall cause Mortgage Borrowers to, at the request of Lender and at Lender’s option, terminate one or both of the Management Agreements and replace such Manager with a Qualified Manager pursuant to a Replacement Management Agreement(s), it being understood and agreed that the management fee for such Qualified Manager shall not exceed then prevailing market rates.
