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Common use of Termination of Manager Clause in Contracts

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).

Appears in 2 contracts

Samples: Loan Agreement (Thomas Properties Group Inc), Loan Agreement (Thomas Properties Group Inc)

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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 (iiiii) Manager is in default under the Management Agreement, or (iii) Manager shall become a debtor in any bankruptcy or insolvency proceeding 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, O terminate the Management Agreement and replace Manager with a Qualified Manager and enter into replacement manager acceptable to Lender in Lender's discretion, and, if a Replacement Management Agreement Securitization has occurred, the applicable Rating Agencies, on terms and conditions satisfactory to Lender and and, if a Securitization has occurred, the applicable Rating Agencies. Borrower’s 's failure to appoint a Qualified Manager an acceptable manager within thirty (30) days after Lender’s '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 manager to manage the Property, provided that such successor Qualified Manager manager and Replacement Management Agreement shall be approved in writing by Lender in Lender’s 's discretion and and, if a Securitization has occurred, the applicable Rating Agencies (and Lender’s 's approval may be conditioned upon Borrower’s Borrower delivering prior written confirmation 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 applicable Rating Agencies that occurrence of a Secondary Market Transaction) 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 Property Consent and Subordination of Manager of even date herewith executed and delivered 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)Lender.

Appears in 2 contracts

Samples: Loan Agreement (Medalist Diversified REIT, Inc.), Loan Agreement (Medalist Diversified REIT, Inc.)

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 (iiiii) Manager is in material default under the any Management Agreement, or (iviii) upon the gross negligence, malfeasance or willful misconduct of the Manager, or (v) upon any Bankruptcy Action related to Manager that is not dismissed within thirty (30) days of commencement thereof, Borrower Borrowers shall, at the request of Lender, terminate the Management Agreement Agreements and (A) if no Securitization has occurred, replace Manager with a Qualified Manager replacement manager acceptable to Lender in Lender’s discretion; or (B) if a Securitization has occurred, replace manager with a replacement manager acceptable to Lender and enter into a Replacement Management Agreement the applicable Rating Agencies on terms and conditions satisfactory to both Lender and and, if a Securitization has occurred, the applicable Rating Agencies. Borrower’s Borrowers’ failure to appoint a Qualified Manager an acceptable manager within thirty (30) days after Lender’s request of Borrower Borrowers to terminate the Management Agreement Agreements shall constitute an immediate Event of Default. Borrower Borrowers may from time to time appoint a successor Qualified Manager manager to manage the PropertyProperties, provided that such successor Qualified Manager manager and Replacement Management Agreement shall be approved in writing by Lender in Lender’s discretion and and, if a Securitization has occurred, the applicable Rating Agencies (and Lender’s approval may be conditioned upon BorrowerBorrowers 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 manager and Management Agreement). If at any time Lender consents to the appointment of a new manager, such new manager and Borrowers shall, as a condition of Lender’s delivering prior written confirmation from consent, execute a consent and subordination of management agreement substantially in the applicable Rating Agencies that management form of the Property Consent and Subordination of Manager of even date herewith executed and delivered 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)Lender.

Appears in 1 contract

Samples: Loan Agreement (Inland Diversified Real Estate Trust, Inc.)

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 (iiiii) with respect to the T-Mobile Management Agreement presently in effect or any future Management Agreement that may be entered into pursuant to Section 5.11.1 with respect to any Property, if Manager is in default under the Management Agreement, or (iv) upon Agreement beyond the gross negligence, malfeasance or willful misconduct expiration of Manager, or (v) upon any Bankruptcy Action related to Manager that is not dismissed within thirty (30) days of commencement thereofapplicable notice and/or cure period, Borrower shall, at the request of Lender, terminate the Management Agreement and replace Manager with a Qualified Manager and enter into a Replacement replacement manager, or if no Management Agreement is then in effect, at Borrower’s and Owner’s expense install a new manager for the Property, which replacement manager, or new manager as the case may be, shall be acceptable to Lender in Lender’s discretion and the applicable Rating Agencies on terms and conditions satisfactory to Lender and the applicable Rating Agencies. Agencies Borrower’s failure to appoint a Qualified Manager 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. Provided that any request for approval by lender of an acceptable manager shall be deemed approved by Lender if Lender fails to respond within five (5) Business Days after receipt of written request therefor; provided further that each rejection by Lender of a proposed acceptable manager shall extend the thirty day period by five (5) days. Borrower may from time to time appoint a successor Qualified Manager manager to manage the Property, provided that such which successor Qualified Manager 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)Agencies.

Appears in 1 contract

Samples: Loan Agreement (Gladstone Commercial Corp)

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Termination of Manager. If If: (ia) as of the last day of each any three (3) consecutive calendar quarter period during the TermCalculation Dates, Borrower fails Borrowers fail to maintain a Debt Service Coverage Ratio Yield of at least 1.05:1, or seven and three-fourths percent (ii7.75%); (b) an Event of Default shall be continuing, or ; (iiic) a Manager is in default under the any Management Agreement, ; (d) a Manager shall become a debtor in any bankruptcy or insolvency proceeding; or (ive) upon the gross negligence, malfeasance or willful misconduct of a Manager, or (v) upon any Bankruptcy Action related to Manager that is not dismissed within thirty (30) days of commencement thereof, Borrower Borrowers shall, at the request of Lender, terminate the Management Agreement or Management Agreements, as applicable, and replace the subject Manager or Managers with a Qualified Manager and enter into replacement manager acceptable to Lender and, if a Replacement Management Agreement Securitization has occurred, the applicable Rating Agencies, on terms and conditions satisfactory to Lender and and, if a Securitization has occurred, the applicable Rating Agencies. Borrower’s All calculations of the Debt Yield for purposes of this Section 5.12.2 shall be subject to verification by Lender. Borrowers' failure to appoint a Qualified Manager an acceptable manager within thirty (30) days after Lender’s 's request of Borrower Borrowers to terminate the any Management Agreement shall constitute an immediate Event of Default. Borrower Borrowers may from time to time appoint a successor Qualified Manager manager to manage one or more of the PropertyProperties, provided that such successor Qualified Manager manager and Replacement Management Agreement shall be approved in writing by Lender in Lender’s discretion and and, if a Securitization has occurred, the applicable Rating Agencies (and Lender’s '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). If at any time Lender consents to the appointment of a new manager, such new 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 Manager Consent. In addition, if any new manager is an Affiliate of any Borrower’s delivering prior written confirmation from , Borrowers shall deliver to Lender a new substantive non-consolidation opinion letter in which the applicable Borrowers are "paired" with such new manager. In the event that a Borrower is self-managing any Property, upon the occurrence of any of the matters that would give Lender the right to request the replacement of a Manager pursuant to this Section 5.12.2, Lender shall have the right to require Borrowers to engage and hire a property manager with respect to such Property acceptable to Lender and, if a Securitization has occurred, the applicable Rating Agencies that management of Agencies, on terms and conditions satisfactory to Lender and, if a Securitization has occurred, 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)applicable Rating Agencies.

Appears in 1 contract

Samples: Loan Agreement (Parking REIT, Inc.)

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 Properties 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).

Appears in 1 contract

Samples: Loan Agreement (Thomas Properties Group Inc)

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