Common use of Termination of Manager Clause in Contracts

Termination of Manager. If (i) as of any Calculation Date, Borrowers fail to maintain a Debt Service Coverage Ratio of at least 1.50:1, (ii) an Event of Default shall be continuing, (iii) Property Manager is in default under any Property Management Agreement beyond any applicable notice and cure periods, (iv) Property Manager shall become a debtor in any Bankruptcy Proceeding or (v) upon the gross negligence, malfeasance or willful misconduct of Property Manager, Borrowers shall, at the request of Lender, terminate the Management Agreements and replace Property Manager with a replacement property manager acceptable to Lender in Lender’s reasonable discretion and, if a Securitization has occurred, the applicable Rating Agencies, on terms and conditions reasonably satisfactory to Lender and, if a Securitization has occurred, the applicable Rating Agencies. All calculations of the Debt Service Coverage Ratio for purposes of this Section 5.12.2 shall be subject to verification by Lender. Borrowers’ failure to appoint an acceptable property manager within thirty (30) days after Lender’s request of Borrowers to terminate the Property Management Agreements shall constitute an immediate Event of Default. Borrowers may from time to time appoint a successor property manager to manage the Properties, provided that such successor property manager and Property Management Agreement shall be approved in writing by Lender in Lender’s reasonable discretion and, if a Securitization has occurred, the applicable Rating Agencies (and Lender’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 as to such successor property manager and Property Management Agreement). If at any time Lender consents to the appointment of a new property manager, such new property 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 Consent and Subordination of Property Manager of even date herewith executed and delivered by Property Manager to Lender.

Termination of Manager. If If (i) as of any Calculation Date, Borrowers fail Borrower fails to maintain a Debt Service Coverage Ratio of at least 1.50:11.10:1 for two (2) consecutive calendar quarters immediately preceding the date of such determination (provided such determination is made on or after the first anniversary of the closing of the Loan), (ii) a Bankruptcy Action occurs with respect to Manager, (iii) an Event of Default shall be continuing, or (iiiiv) Property Manager is in default under any Property the Management Agreement beyond any applicable notice and cure periodsAgreement, (iv) Property Manager shall become a debtor in any Bankruptcy Proceeding or (v) upon the gross negligence, malfeasance or willful misconduct of Property Manager, Borrowers Borrower shall, at the request of Lender, cause Mortgage Borrower to terminate the Management Agreements Agreement and replace Property Manager with a replacement property manager acceptable to Lender in Lender’s reasonable discretion and, if all or any portion of the Loan is subject to a Securitization has occurredSecuritization, the applicable Rating Agencies, Agencies on terms and conditions reasonably satisfactory to Lender and, if a Securitization has occurred, and the applicable Rating AgenciesAgencies unless, in the case of the event described in clause (i) only, Borrower shall prepay a portion of the unpaid Principal to a level such that the Debt Service Coverage Ratio of the unpaid Principal is restored to a level of not less than 1.10:1. All calculations of the Debt Service Coverage Ratio for purposes of this Section 5.12.2 5.11.2 shall be subject to verification by Lender. Borrowers’ Borrower’s failure to appoint an acceptable property manager within thirty forty-five (3045) days after Lender’s request of Borrowers Borrower to terminate the Property Management Agreements Agreement shall constitute an immediate Event of Default; provided such period shall be extendable by Lender in its discretion to the extent it is satisfied Borrower is causing Mortgage Borrower to use diligent efforts to appoint such replacement. Borrowers Borrower may cause Mortgage Borrower from time to time appoint a successor property manager to manage the PropertiesProperty, provided that such which successor property manager and Property Management Agreement shall be approved in writing by Lender in Lender’s reasonable discretion and, if all or any portion of the Loan is subject to a Securitization has occurredSecuritization, the applicable Rating Agencies (and Lender’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 as to such successor property manager and Property Management Agreement). If at any time Lender consents to the appointment of a new property manager, such new property 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 Consent and Subordination of Property Manager of even date herewith executed and delivered by Property Manager to LenderAgencies.

Termination of Manager. If (i) as of any Calculation Date, Borrowers fail to maintain a Debt Service Coverage Ratio of at least 1.50:11.20:1, (ii) an Event of Default shall be continuing, (iii) Property Manager is in default under any the Property Management Agreement beyond any applicable notice and cure periods, (iv) Property Manager shall become a debtor in any Bankruptcy Proceeding or (v) upon the gross negligence, malfeasance or willful misconduct of Property Manager, Borrowers shall, at the request of Lender, terminate the Management Agreements Agreement and replace Property Manager with a replacement property manager acceptable to Lender in Lender’s reasonable discretion and, if a Securitization has occurred, the applicable Rating Agencies, on terms and conditions reasonably satisfactory to Lender and, if a Securitization has occurred, the applicable Rating Agencies. All calculations of the Debt Service Coverage Ratio for purposes of this Section 5.12.2 shall be subject to verification by Lender. Borrowers’ failure to appoint an acceptable property manager within thirty (30) days after Lender’s request of Borrowers to terminate the Property Management Agreements Agreement shall constitute an immediate Event of Default. Borrowers may from time to time appoint a successor property manager to manage the Properties, provided that such successor property manager and Property Management Agreement shall be approved in writing by Lender in Lender’s reasonable discretion and, if a Securitization has occurred, the applicable Rating Agencies (and Lender’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 as to such successor property manager and Property Management Agreement). If at any time Lender consents to the appointment of a new property manager, such new property 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 Consent and Subordination of Property Manager of even date herewith executed and delivered by Property Manager to Lender.

Termination of Manager. If (i) as of any Calculation Date, Borrowers fail to maintain a Debt Service Coverage Ratio of at least 1.50:1, (ii) an Event of Default shall be continuing, then upon (iiii) Property Manager is in default under any Property Management Agreement Manager’s failure (beyond any applicable notice or cure periods) to meet the performance standards set forth in the Management Agreement, or (ii) Manager’s default (beyond any notice and cure periods) under any other provision of the Management Agreement, Borrower shall (iv) Property Manager or shall become a debtor in any Bankruptcy Proceeding or (v) upon the gross negligence, malfeasance or willful misconduct of Property Manager, Borrowers shallcause Operating Tenant to), at the written request of Lender, terminate the Management Agreements Agreement and replace Property Manager with a replacement property manager acceptable to Lender in Lender’s reasonable discretion and, if a Securitization has occurred, and the applicable Rating Agencies, Agencies on terms and conditions reasonably satisfactory to Lender and, if a Securitization has occurred, and the applicable Rating Agencies. All calculations of the Debt Service Coverage Ratio for purposes of this Section 5.12.2 shall be subject to verification by Lender. Borrowers’ Borrower’s or Operating Tenant’s failure to appoint an acceptable property manager within thirty ninety (3090) days after Lender’s written request of Borrowers Borrower to terminate the Property Management Agreements Agreement shall constitute an immediate Event of Default. Borrowers Borrower or Operating Tenant may from time to time appoint a successor property manager to manage the PropertiesProperty, provided that such successor property manager and Property Management Agreement shall be approved in writing by Lender in Lender’s reasonable discretion and, if a Securitization has occurred, and the applicable Rating Agencies (and Lender’s approval may be conditioned upon Borrowers 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 the occurrence of a Secondary Market Transaction as to such successor property manager and Property Management Agreement). Notwithstanding the foregoing, however, the approval of Lender and the Rating Agencies shall not be required with respect to the appointment of a Qualified Manager. If at any time Lender consents to the appointment of a new property managermanager or a Qualified Manager is appointed, such new property manager (including a Qualified Manager) and Borrowers Borrower or Operating Tenant, as applicable, shall, as a condition of Lender’s consent, execute a consent and subordination of management manager comfort agreement substantially in the form of the Consent and Subordination of Property Manager manager comfort letter of even date herewith executed between Manager and delivered by Property Manager to Lender.

Termination of Manager. If Borrower shall not terminate the Manager or cancel, modify, amend, restate or otherwise amend the Management Agreement, without Lender prior written consent, exercised in Lender’s reasonable discretion. Notwithstanding anything to the contrary contained in the Management Agreement, upon any of the following: (i) as the continuance of any Calculation Date, Borrowers fail to maintain a Debt Service Coverage Ratio of at least 1.50:1, (ii) an Event of Default shall be continuingwhere 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) Property Manager is in default under any Property Management Agreement beyond any applicable notice and cure periodsperiod under the Management Agreement, or (iv) Property Manager shall become a debtor in any Bankruptcy Proceeding or (v) upon the gross negligence, malfeasance or willful misconduct of Property Managerthe Manager (each a “Manager Bad Act”), Borrowers shall, at Lender shall have the request of Lender, right to cause Borrower to terminate the Management Agreements Agreement and Borrower shall replace Property the Manager with a replacement property manager acceptable to Lender in Lender’s reasonable discretion and, if a Securitization has occurred, the applicable Rating Agenciesdiscretion, on terms and conditions reasonably satisfactory to Lender and, if a Securitization has occurred, the applicable Rating Agencies. All calculations of the Debt Service Coverage Ratio for purposes of this Section 5.12.2 shall be subject to verification by Lender. Borrowers’ Borrower’s failure to appoint an acceptable property manager within thirty (30) days after Lender’s request of Borrowers Borrower to terminate so replace the Property Management Agreements Manager shall constitute an immediate Event of Default. Borrowers may from time to time appoint a successor property manager to manage the Properties, provided that such successor property manager and Property Management Agreement shall be approved in writing by Lender in Lender’s reasonable discretion and, if a Securitization has occurred, the applicable Rating Agencies (and Lender’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 as to such successor property manager and Property Management Agreement). If at any time Lender consents to the appointment of a new property manager, such new property manager and Borrowers Borrower shall, 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 Property Manager of even date herewith executed and delivered by Property Manager to Lender.

Termination of Manager. If (i) as of the end of any Calculation Datecalendar ---------------------- quarter, Borrowers fail Borrower fails to maintain a Debt Service Coverage Ratio of at least 1.50:1, 1.10:1 or (ii) an Event of Default shall be continuing, or (iii) Property a Manager is in default under any Property its Management Agreement beyond any applicable notice and cure periods, (iv) Property Manager shall become a debtor in any Bankruptcy Proceeding or (v) upon the gross negligence, malfeasance or willful misconduct of Property Manager, Borrowers Borrower shall, at the request of Lender, terminate the Management Agreements and replace Property Manager Managers with a replacement property manager acceptable to Lender in Lender’s reasonable 's discretion and, if a Securitization has occurred, and the applicable Rating Agencies, Agencies with a management fee not to exceed then market rates and otherwise on terms and conditions reasonably satisfactory to Lender and, if a Securitization has occurred, and the applicable Rating AgenciesAgencies unless, in the case of the event described in clause (i) only, Borrower shall prepay a portion of the unpaid Principal to a level such that the Debt Service Coverage Ratio after giving effect to such prepayment is restored to a level of not less than 1.10:1. All calculations of the Debt Service Coverage Ratio for purposes of this Section 5.12.2 5.11.2 shall be subject to verification by Lender. Borrowers’ Borrower's failure to appoint an acceptable property manager within thirty (30) days after Lender’s 's request of Borrowers Borrower to terminate the Property Management Agreements (unless resulting from Lender's or the Rating Agencies' failure to approve proposed replacements) shall constitute an immediate Event of Default. Borrowers Borrower may from time to time appoint a successor property manager to manage the Properties, provided that such which successor property manager and Property Management Agreement Agreement(s) shall be approved in writing by Lender in Lender’s reasonable 's discretion and, if a Securitization has occurred, and the applicable Rating Agencies (and Lender’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 as to such successor property manager and Property Management Agreement)Agencies. If at any time Lender consents Notwithstanding anything to the appointment of a new property managercontrary contained herein, such new property manager and Borrowers shallBorrower shall have the right, as a condition of without obtaining Lender’s '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 management agreement substantially in the form of the Consent and Subordination of Property Manager of even date herewith executed and in the same form as that delivered by Property Manager to LenderLender at closing with respect to its existing Management Agreement.

Termination of Manager. If Borrower has entered into a Property Management Agreement and: (i) as of any Calculation Date, Borrowers fail to maintain a Debt Service Coverage Ratio of at least 1.50:1, (iia) an Event of Default shall be continuing, ; (iiib) Property Manager is in default under any Property the Management Agreement beyond any applicable notice and cure periods, periods therein; (ivd) Property Manager shall become a debtor in any Bankruptcy Proceeding bankruptcy or insolvency proceeding; or (ve) upon the gross negligence, malfeasance or willful misconduct of Property ManagerManager with respect to the Property, Borrowers Borrower shall, at the request of Lender, terminate the Management Agreements Agreement and replace Property Manager with a replacement property manager acceptable to Lender in Lender’s reasonable discretion and, if a Securitization has occurred, the applicable Rating Agencies, on terms and conditions reasonably satisfactory to Lender and, if a Securitization has occurred, the applicable Rating Agencies. All calculations of the Debt Service Coverage Ratio for purposes of this Section 5.12.2 shall be subject to verification by Lender. Borrowers’ Borrower’s failure to appoint an acceptable property manager within thirty (30) days after Lender’s request of Borrowers Borrower to terminate the Property Management Agreements Agreement shall constitute an immediate Event of Default. Borrowers Borrower may from time to time appoint a successor property manager to manage the PropertiesProperty, provided that such successor property manager and Property Management Agreement shall be approved in writing by Lender in Lender’s reasonable discretion and, if a Securitization has occurred, the applicable Rating Agencies (and Lender’s approval may be conditioned upon Borrowers 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 the occurrence of a Secondary Market Transaction as to such successor property manager and Property Management AgreementTransaction). If at any time Lender consents to the appointment of a new property manager, such new property manager and Borrowers Borrower shall, as a condition of Lender’s consent, execute a consent and subordination of management agreement substantially in the form of the Consent and Subordination Manager Consent. In addition, if any new manager is an Affiliate of Property Manager of even date herewith executed and delivered by Property Manager Borrower, Borrower shall deliver to LenderLender a new substantive non-consolidation opinion letter in which Borrower is “paired” with such new manager.

Termination of Manager. If Owner has entered into a Property Management Agreement and: (i) as of any Calculation Date, Borrowers fail to maintain a Debt Service Coverage Ratio of at least 1.50:1, (iia) an Event of Default shall be continuing, ; (iiib) Property Manager is in default under any Property the Management Agreement beyond any applicable notice and cure periods, ; (ivc) Property Manager shall become a debtor in any Bankruptcy Proceeding bankruptcy or insolvency proceeding; or (vd) upon the gross negligence, malfeasance or willful misconduct of Property ManagerManager with respect to the Property, Borrowers Borrower shall, at the request of LenderLender (subject, however, to the rights of Senior Lender under the Senior Loan Documents), cause Owner to terminate the Management Agreements and Agreement, and, subject to the rights of Senior Lender under the Senior Loan Documents, replace Property Manager with a replacement property manager acceptable to Lender in Lender’s reasonable discretion and, if a Securitization has occurred, the applicable Rating Agencies, on terms and conditions reasonably satisfactory to Lender and, if a Securitization has occurred, the applicable Rating Agencies. All calculations of the Debt Service Coverage Ratio for purposes of this Section 5.12.2 shall be subject Borrower’s failure to verification by Lender. Borrowers’ failure cause Owner to appoint an acceptable property manager within thirty (30) days after Lender’s request of Borrowers Borrower to terminate the Property Management Agreements Agreement shall constitute an immediate Event of Default. Borrowers Borrower may from time to time cause Owner to appoint a successor property manager to manage the PropertiesProperty, provided that such successor property manager and Property Management Agreement shall be approved in writing by Lender in Lender’s reasonable discretion and, if a Securitization has occurred, the applicable Rating Agencies (and Lender’s approval may be conditioned upon Borrowers 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 the occurrence of a Secondary Market Transaction as to such successor property manager and Property Management AgreementTransaction). If at any time Lender consents to the appointment of a new property manager, such new property manager and Borrowers Borrower shall, as a condition of Lender’s consent, execute a consent and subordination of management agreement substantially in form and substance satisfactory to Lender (subject to the form rights of the Consent and Subordination of Property Manager of even date herewith executed and delivered by Property Manager to LenderSenior Lender under the Senior Loan Documents).