Common use of Termination of Manager Clause in Contracts

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that the credit ratings of the Securities immediately prior to such posting will not be qualified, downgraded or withdrawn as a result of such posting, which affirmation may be granted or withheld in the Rating Agencies' sole and absolute discretion.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 (ai) To an Event of Default shall be continuing, or (ii) Manager is in default under the extent Borrower enters into any Management Agreement, such Management Agreement shall include provisions that if any or (iii) upon the gross negligence, malfeasance or willful misconduct of the following conditions occur during the term of the Loan: (a) at any timeManager, 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 replacement Manager acceptable to Lender (in Lender’s discretion), on terms and conditions satisfactory to Lender, it being understood which acceptance may, if required by Lender, be conditioned upon Borrower delivering a Rating Comfort Letter as to such successor Manager and agreed that the management fee for such replacement manager shall not exceed then prevailing market ratessuccessor Management Agreement. Notwithstanding 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 reason for 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 Manager is subsection actions described in the foregoing clauses (aA) aboveor (B) but that it shall be Borrower’s option which of such actions Borrower shall take). If, the at any time, Borrower may elect from time elects, pursuant to time to provide additional collateral for a portion clause (A) of the Loan such thatimmediately preceding sentence, to cause the Property to be managed directly by the then-existing prime Manager without any replacement submanaging agent, then, if the outstanding principal balance Borrower continues to fail to maintain a Debt Service Coverage Ratio of at least 1.01:1.00 as of the Loan were equal 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 requested by Lender, take one of the following two actions: (I) 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 principal balance less successor Manager and the lower of successor Management Agreement, or (as determined II) engage (or cause the engagement of) a new 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 new submanaging agent and the face amount or fair market value new submanagement agreement (it being acknowledged that in such event Borrower shall be required to take one of the additional collateral, actions described in the foregoing clauses (I) or (II) but that it shall be Borrower’s option which of such actions Borrower shall take). All calculations of the Debt Service Coverage Ratio Premises for purposes of this Section 5.12.2 shall (a) be subject to verification by Lender, and (b) use, as the adjustment for management fees made in calculating Net Operating Income in connection therewith, the greater of actual combined management fees and asset management fees paid under the Management Agreement (including any submanagement agreement) or two percent (2%) of gross revenues (instead of three percent (3%) as otherwise provided in the definition of Net Operating Income hereunder). In any such event described in this Section 5.12.2, Borrower’s failure to appoint an acceptable replacement Manager (or, as the case may be, submanaging agent) within thirty (30) days after adjusting Lender’s request of Borrower to terminate the Debt Service accordingly Management Agreement (or, as the case may be, submanagement agreement) shall constitute an immediate Event of Default. Borrower may from time to reflect same) would equal or exceed 1.3xtime appoint a successor Manager to manage the Property, provided that such successor Manager and corresponding replacement Management Agreement shall be approved 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 writing by Lender (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 counselLender’s discretion), which in the reasonable opinion of Lender and its counsel would approval may, if required by Lender, be necessary or advisable to create in Lender conditioned upon Borrower delivering a first perfected security interest in the additional collateral. In addition and Rating Comfort Letter 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 successor manager and absolute discretionManagement Agreement.

Termination of Manager. If (ai) To the extent Borrower enters into an Event of Default shall have occurred and be continuing, (ii) any Manager is in default under any Management AgreementAgreement or (iii) the gross negligence, such Management Agreement shall include provisions that if malfeasance or willful misconduct of any of the following conditions occur during the term of the Loan: (a) at any timeManager has occurred, 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 applicable Borrower shall, at the request of Lender, terminate the applicable Management Agreement and replace the applicable Manager with a replacement manager approved by acceptable to Lender in Lender’s discretion and the applicable Rating Agencies on terms and conditions satisfactory to Lender, it being understood Lender and agreed that the management fee for such replacement manager shall not exceed then prevailing market ratesapplicable Rating Agencies. Notwithstanding the foregoing, if the reason for termination of the Manager is subsection (a) above, the Borrower The Borrowers may elect from time to time appoint one or more successor managers to provide additional collateral for manage any Property, provided that such successor manager(s) and Management Agreement(s) shall be approved in writing by Lender in Lender’s reasonable discretion and, after a portion of Secondary Market Transaction, the Loan such that, if applicable Rating Agencies (and Lender’s approval may be conditioned upon the outstanding principal balance of the Loan were equal Borrowers delivering a Rating Comfort Letter as to such principal balance less successor manager(s) and Management Agreement(s)). If at any time Lender consents to the lower appointment of (as determined by Lender) a new manager, such new manager and the face amount or fair market value of the additional collateralapplicable Borrower shall, 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 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 each Manager to Lender. Notwithstanding anything to the posting contrary contained herein, each Borrower shall have the right to terminate the Management Agreement with respect to the Properties owned by such Borrower without Lender’s consent provided that (1) such Borrower shall have entered into a new management agreement with a Qualified Manager, which new management agreement shall have an effective date not later than thirty (30) days after the date on which the then existing Management Agreement is terminated (the “Replacement Management Agreement”) and (2) such Qualified Manager shall have executed and delivered to Lender prior to the effective date of such additional collateral, Lender shall have received written affirmation from the Rating Agencies that the credit ratings Replacement Management Agreement a Consent and Subordination 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 Manager in the Rating Agencies' sole same form as the Consent and absolute discretionSubordination of Manager executed and delivered to Lender on the date hereof.

Termination of Manager. (a) To Borrower shall not terminate the extent Borrower enters into any Manager or cancel, modify, amend, restate or otherwise amend the Management Agreement, such without Lender prior written consent, exercised in Lender’s reasonable discretion. Notwithstanding anything to the contrary contained in the Management Agreement shall include provisions that if Agreement, upon any of the following conditions occur during following: (i) the term continuance of an Event of Default where Lender has accelerated the Indebtedness, or (ii) the continuation of an Event of Default, where Lender has not accelerated the Indebtedness but where Lender believes, in its good faith discretion, that Manager is either in breach of its duties under the Management Agreement or has committed a “Manager Bad Act” (as defined in clause (vi) below), or (iii) Manager is in default beyond any applicable cure period under the Management Agreement, or (iv) upon the gross negligence, malfeasance or willful misconduct of the Loan: Manager (a) at any timeeach a “Manager Bad Act”), Lender shall have 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 right to cause Borrower shall, at the request of Lender, to terminate the Management Agreement and Borrower shall replace the Manager with a replacement manager approved by acceptable to Lender in Lender’s reasonable discretion, on terms and conditions reasonably satisfactory to Lender, it being understood and agreed that the management fee for such replacement . Borrower’s failure to appoint an acceptable manager shall not exceed then prevailing market rates. Notwithstanding the foregoing, if the reason for termination within thirty (30) days after Lender’s request of Borrower to so replace the Manager is subsection (a) aboveshall constitute an immediate Event of Default. If at any time Lender consents to the appointment of a new manager, the such new manager and Borrower may elect from time to time to provide additional collateral for a portion of the Loan such thatshall, 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 of Lender’s consent, execute a consent and subordination of management agreement substantially in the posting of such additional collateral, Lender shall have received written affirmation from the Rating Agencies that the credit ratings form of the Securities immediately prior Consent and Subordination of Manager of even date herewith executed and delivered by Manager 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 discretionLender.

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: If (a) at any time, the Debt Service Coverage Ratio Premises for the Property for the immediately preceding twelve (12) month period is less than 1.3x or 1.20 to 1.0, (b) the amounts evidenced by the Note have been accelerated; accelerated pursuant to Section 8.1(b) hereof or (c) at the Manager shall become insolventAnticipated Repayment Date, the Borrower Debt is not repaid in full, the Borrowers shall, at the request of Lender, terminate the Management Agreement Agreement(s) and replace the Manager with a manager manager(s) approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager manager(s) shall not exceed then prevailing market rates. Notwithstanding the foregoing, if the reason for termination of the Manager is subsection (a) above, the Borrower Borrowers 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 1.3x1.20 to 1.0, in which case no termination would be effective. Any such additional collateral would not be released until Borrower has the Borrowers have demonstrated a Debt Service Coverage Ratio Premises in excess of 1.3x 1.20 to 1.0 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 Borrowers' 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. (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 for the Premises for the immediately preceding twelve (12) month period is less than 1.3x 1.50x or (b) the amounts evidenced by the Note have been accelerated; 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 1.3x1.50x, 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 1.50x 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 (ai) To Borrowers shall not achieve, and within thirty (30) days of the extent Borrower enters into any end of each calendar quarter (the "DSCR Determination Date") provide evidence to Lender of the achievement of, a Debt Service Coverage Ratio for the Properties for such calendar quarter of at least 1.10 to 1.0 (the "Manager Termination Ratio") and Lender determines in its reasonable discretion that a reputable independent property manager can manage the Properties at competitive rates more efficiently and with better results than Borrowers or Manager, or (ii) there exists an Event of Default, Lender shall have the right to remove the Manager (or Borrowers as self-managers), terminate the Management Agreement, such Management Agreement shall include provisions that if any (unless there exists no Event of Default and Borrowers shall defease a portion of the following conditions occur during the term of the Loan: (a) at any time, Loan to a level such that the Debt Service Coverage Ratio Premises for on the immediately preceding twelve (12) month period undefeased portion of the Loan is restored to a level of not less than 1.3x or (b) the amounts evidenced by the Note have been accelerated; or (c) the Manager shall become insolventTermination Ratio), the Borrower shall, at the request of Lender, terminate the Management Agreement and replace the Manager (or Borrowers as self-managers) with a manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed . In the event that the management fee for such Borrowers do not propose a replacement manager to Lender for its approval within fifteen (15) business days after the Lender's request that Borrowers do so, Lender may propose two or more such property managers for Borrowers' consideration. If Borrowers then fail to select and retain one of such property managers within fifteen (15) business days thereafter, Lender shall not exceed then prevailing market rateshave the right to select a property manager for the Properties, and to enter into a management agreement with such manager in the name of Borrowers. Notwithstanding Each Borrower hereby appoints Lender its attorney-in-fact, which appointment is coupled with an interest, for the foregoing, if the reason for termination purpose of the entering into such management agreement. The management agreement entered into between Borrowers and any Manager is subsection (a) above, the Borrower may elect from time shall be in form and substance reasonably acceptable to time to provide additional collateral for a portion Lender. All calculations 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 shall be subject 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 verification 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 discretionLender.

Termination of Manager. If (ai) To the extent Borrower enters into any Management Agreement, such Management Agreement shall include provisions that if any as of the following conditions occur during the term end of the Loan: (a) at any timecalendar ---------------------- quarter, the Borrower fails to maintain a Debt Service Coverage Ratio Premises for the immediately preceding twelve (12) month period is less than 1.3x of at least 1.10:1 or (bii) the amounts evidenced by the Note have been accelerated; an Event of Default shall be continuing, or (ciii) the a Manager shall become insolventis in default under its Management Agreement beyond any applicable notice and cure periods, the Borrower shall, at the request of Lender, terminate the Management Agreement Agreements and replace the Manager Managers with a replacement manager approved by 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 LenderLender and the applicable Rating Agencies unless, it being understood and agreed that in the management fee for such replacement manager shall not exceed then prevailing market rates. Notwithstanding the foregoing, if the reason for termination case of the Manager is subsection event described in clause (ai) aboveonly, the Borrower may elect from time to time to provide additional collateral for shall prepay a portion of the Loan unpaid Principal to a level 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, that the Debt Service Coverage Ratio Premises (after adjusting giving effect to such prepayment is restored to a level of not less than 1.10:1. All calculations of 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 for purposes of 1.3x without taking into account the additional collateralthis Section 5.11.2 shall be subject to verification by Lender. 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 failure to appoint an acceptable manager within thirty (30) days after Lender's request of Borrower to terminate the reasonable opinion of Lender and its counsel would be necessary Management Agreements (unless resulting from Lender's 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 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 absolute discretionManagement 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 (ai) To Borrowers shall not achieve, and within thirty (30) days of the extent Borrower enters into any end of each calendar quarter (the "DSCR Determination Date") provide evidence to Lender of the achievement of, a Debt Service Coverage Ratio for the Properties for such calendar quarter of at least 1.15 to 1.0 (the "Manager Termination Ratio") and Lender determines in its reasonable discretion that a reputable independent property manager can manage the Properties at competitive rates more efficiently and with better results than Borrowers or Manager, or (ii) there exists an Event of Default, Lender shall have the right to remove the Manager (or Borrowers as self-managers), terminate the Management Agreement, such Management Agreement shall include provisions that if any (unless there exists no Event of Default and Borrowers shall defease a portion of the following conditions occur during the term of the Loan: (a) at any time, Loan to a level such that the Debt Service Coverage Ratio Premises for on the immediately preceding twelve (12) month period undefeased portion of the Loan is restored to a level of not less than 1.3x or (b) the amounts evidenced by the Note have been accelerated; or (c) the Manager shall become insolventTermination Ratio), the Borrower shall, at the request of Lender, terminate the Management Agreement and replace the Manager (or Borrowers as self-managers) with a manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed . In the event that the management fee for such Borrowers do not propose a replacement manager to Lender for its approval within fifteen (15) business days after the Lender's request that Borrowers do so, Lender may propose two or more such property managers for Borrowers' consideration. If Borrowers then fail to select and retain one of such property managers within fifteen (15) business days thereafter, Lender shall not exceed then prevailing market rateshave the right to select a property manager for the Properties, and to enter into a management agreement with such manager in the name of Borrowers. Notwithstanding Each Borrower hereby appoints Lender its attorney-in-fact, which appointment is coupled with an interest, for the foregoing, if the reason for termination purpose of the entering into such management agreement. The management agreement entered into between Borrowers and any Manager is subsection (a) above, the Borrower may elect from time shall be in form and substance reasonably acceptable to time to provide additional collateral for a portion Lender. All calculations 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 shall be subject 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 verification 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 discretionLender.

Termination of Manager. (a) To the extent If Borrower enters has entered into any Management Agreement, such a Property Management Agreement shall include provisions that if any of the following conditions occur during the term of the Loanand: (a) at any time, the Debt Service Coverage Ratio Premises for the immediately preceding twelve (12) month period is less than 1.3x or an Event of Default shall be continuing; (b) Manager is in default under the amounts evidenced by the Note have been acceleratedManagement Agreement beyond any applicable notice and cure periods therein; (d) Manager shall become a debtor in any bankruptcy or insolvency proceeding; or (ce) upon the gross negligence, malfeasance or willful misconduct of Manager shall become insolventwith respect to the Property, the Borrower shall, at the request of Lender, terminate the Management Agreement and replace the Manager with a replacement manager approved by acceptable to Lender and, if a Securitization has occurred, the applicable Rating Agencies, 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 foregoingLender and, if the reason for termination of the Manager is subsection (a) abovea Securitization has occurred, 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 elect from time to time appoint a successor manager to provide additional collateral for a portion of manage the Loan Property, provided that such thatsuccessor manager and Management Agreement shall be approved in writing by Lender and, 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 collaterala Securitization has occurred, the Debt Service Coverage Ratio Premises applicable Rating Agencies (and Lender’s approval may be conditioned upon Borrower 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 adjusting the Debt Service accordingly occurrence of a Secondary Market Transaction). If at any time Lender consents to reflect same) would equal or exceed 1.3xthe appointment of a new manager, in which case no termination would be effective. Any such additional collateral would not be released until new manager and 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 agreementsshall, 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 of Lender’s consent, execute a consent and subordination of management agreement substantially in the posting of such additional collateral, Lender shall have received written affirmation from the Rating Agencies that the credit ratings form of the Securities immediately prior Manager Consent. In addition, if any new manager is an Affiliate of Borrower, Borrower shall deliver to Lender a new substantive non-consolidation opinion letter in which Borrower is “paired” with 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 discretionnew manager.

Termination of Manager. If (ai) 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 fails to maintain a Debt Service Coverage Ratio Premises of at least 1.10:1 for the two (2) consecutive calendar quarters immediately preceding twelve the date of such determination (12provided such determination is made on or after the first anniversary of the closing of the Loan), (ii) month period is less than 1.3x a Bankruptcy Action occurs with respect to Manager, (iii) an Event of Default shall be continuing, or (biv) Manager is in default under the amounts evidenced by the Note have been accelerated; or (c) the Manager shall become insolventManagement Agreement, the Borrower shall, at the request of Lender, cause Mortgage Borrower to terminate the Management Agreement and replace the Manager with a replacement manager approved by acceptable to Lender in Lender’s discretion and, if all or any portion of the Loan is subject to a Securitization, the applicable Rating Agencies on terms and conditions satisfactory to LenderLender and the applicable Rating Agencies unless, it being understood and agreed that in the management fee for such replacement manager shall not exceed then prevailing market rates. Notwithstanding the foregoing, if the reason for termination case of the Manager is subsection event described in clause (ai) aboveonly, the Borrower may elect from time to time to provide additional collateral for shall prepay a portion of the Loan unpaid Principal to a level 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, that the Debt Service Coverage Ratio Premises (after adjusting of the Debt Service accordingly unpaid Principal is restored to reflect same) would equal or exceed 1.3x, in which case no termination would be effectivea level of not less than 1.10:1. Any such additional collateral would not be released until Borrower has demonstrated a All calculations of Debt Service Coverage Ratio Premises for purposes of this Section 5.11.2 shall be subject to verification by Lender. Borrower’s failure to appoint an acceptable manager within forty-five (45) days after Lender’s request of Borrower to terminate the Management Agreement shall constitute an immediate Event of Default; provided such period shall be extendable by Lender in excess of 1.3x without taking into account its discretion to the additional collateralextent it is satisfied Borrower is causing Mortgage Borrower to use diligent efforts to appoint such replacement. 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 counselBorrower may cause Mortgage Borrower from time to time appoint a successor manager to manage the Property, which successor manager and Management Agreement shall be approved in the reasonable opinion of writing by Lender and its counsel would be necessary in Lender’s discretion and, if all 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 any portion of the Securities immediately prior Loan is subject to such posting will not be qualifieda Securitization, downgraded or withdrawn as a result of such posting, which affirmation may be granted or withheld in the applicable Rating Agencies' sole and absolute discretion.