Common use of Termination of Manager Clause in Contracts

Termination of Manager. If: (a) as of any three (3) consecutive Calculation Dates, Borrowers fail to maintain a Debt Yield of at least seven and three-fourths percent (7.75%); (b) an Event of Default shall be continuing; (c) a Manager is in default under any Management Agreement; (d) a Manager shall become a debtor in any bankruptcy or insolvency proceeding; or (e) upon the gross negligence, malfeasance or willful misconduct of a Manager, 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 replacement manager acceptable to Lender and, if a Securitization has occurred, the applicable Rating Agencies, on terms and conditions satisfactory to Lender and, if a Securitization has occurred, the applicable Rating Agencies. 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 an acceptable manager within thirty (30) days after Lender's request of Borrowers to terminate any Management Agreement shall constitute an immediate Event of Default. Borrowers may from time to time appoint a successor manager to manage one or more of the Properties, provided that such successor manager and Management Agreement shall be approved in writing by Lender 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). 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, 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, on terms and conditions satisfactory to Lender and, if a Securitization has occurred, the applicable Rating Agencies.

Termination of Manager. If: If (ai) as of any three (3) Borrower fails to satisfy the Minimum DSCR Threshold for two consecutive Calculation Dates, Borrowers fail to maintain a Debt Yield of at least seven and three-fourths percent or (7.75%); (bii) an Event of Default shall be continuing; , or (ciii) a Manager is in default under the Management Agreement beyond any Management Agreement; (d) a Manager shall become a debtor in any bankruptcy or insolvency proceeding; applicable notice and/or cure period, or (eiv) upon the gross negligence, malfeasance or willful misconduct of a the Manager, Borrowers Borrower shall, at the request of Lender, terminate the Management Agreement or Management Agreements, as applicable, and replace the subject Manager or Managers with a replacement manager acceptable to Lender and, if a Securitization has occurred, in Lender’s reasonable discretion and acceptable to the applicable Rating Agencies, Agencies on terms and conditions reasonably satisfactory to Lender and, if a Securitization has occurred, and satisfactory to the applicable Rating Agencies. All calculations of the Debt Yield 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 manager within thirty forty-five (3045) days after Lender's ’s request of Borrowers Borrower to terminate any the Management Agreement shall constitute an immediate Event of Default. Borrowers Borrower may from time to time appoint a successor manager to manage one or more of the PropertiesProperty, provided that such successor manager and Management Agreement shall be approved in writing by Lender and, if a Securitization has occurred, in Lender’s reasonable discretion and approved by the applicable Rating Agencies (and Lender's ’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, as to such successor manager and if required pursuant to a Pooling and Servicing Agreement from and after the occurrence of a Secondary Market TransactionManagement Agreement). If at any time Lender consents to the appointment of a new manager, such new manager and Borrowers Borrower shall, as a condition of Lender's ’s consent, execute a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager Consent. In addition, if any new manager is an Affiliate of any Borrower, Borrowers shall deliver even date herewith executed and delivered by Manager 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, on terms and conditions satisfactory to Lender and, if a Securitization has occurred, the applicable Rating AgenciesLender.

Termination of Manager. If: If (ai) as of any three (3) consecutive Calculation DatesDate, Borrowers fail Borrower fails to maintain a Debt Yield Service Coverage Ratio of at least seven and three-fourths percent 1.05:1 or (7.75%); (bii) an Event of Default shall be continuing; , or (ciii) a Manager is in default under any the Management Agreement; (d) a Manager shall become a debtor in any bankruptcy or insolvency proceeding; , or (eiv) upon the gross negligence, malfeasance or willful misconduct of a the Manager, Borrowers Borrower shall, at the request of Lender, terminate the Management Agreement or Management Agreements, as applicable, and replace the subject Manager or Managers with a replacement manager acceptable to Lender and, if a Securitization has occurred, in Lender's discretion and the applicable Rating Agencies, Agencies on terms and conditions satisfactory to Lender and, if a Securitization has occurred, and the applicable Rating Agencies. All calculations of the Debt Yield Service Coverage Ratio for purposes of this Section SECTION 5.12.2 shall be subject to verification by Lender. Borrowers' Borrower's failure to appoint an acceptable manager within thirty (30) days after Lender's request of Borrowers Borrower to terminate any the Management Agreement shall constitute an immediate Event of Default. Borrowers Borrower may from time to time appoint a successor manager to manage one or more of the PropertiesProperty, provided that such successor manager and Management Agreement shall be approved in writing by Lender in Lender's discretion and, if after a Securitization has occurredSecondary Market Transaction, the applicable Rating Agencies (and and, after a Secondary Market Transaction, 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, as to such successor manager and if required pursuant to a Pooling and Servicing Agreement from and after the occurrence of a Secondary Market TransactionManagement Agreement). If at any time Lender consents to the appointment of a new manager, such new 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 Manager Consent. In addition, if any new manager is an Affiliate of any Borrower, Borrowers shall deliver even date herewith executed and delivered by Manager 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, on terms and conditions satisfactory to Lender and, if a Securitization has occurred, the applicable Rating AgenciesLender.

Termination of Manager. IfIf Owner has entered into a Property Management Agreement and: (a) as of any three (3) consecutive Calculation Dates, Borrowers fail to maintain a Debt Yield of at least seven and three-fourths percent (7.75%); (b) an Event of Default shall be continuing; (cb) a Manager is in default under the Management Agreement beyond any Management Agreementapplicable notice and cure periods; (dc) a Manager shall become a debtor in any bankruptcy or insolvency proceeding; or (ed) upon the gross negligence, malfeasance or willful misconduct of a 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 Agreement or Management AgreementsAgreement, as applicableand, and subject to the rights of Senior Lender under the Senior Loan Documents, replace the subject Manager or Managers with a replacement manager acceptable to Lender and, if a Securitization has occurred, the applicable Rating Agencies, on terms and conditions satisfactory to Lender and, if a Securitization has occurred, the applicable Rating Agencies. All calculations of the Debt Yield 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 manager within thirty (30) days after Lender's ’s request of Borrowers Borrower to terminate any the Management Agreement shall constitute an immediate Event of Default. Borrowers Borrower may from time to time cause Owner to appoint a successor manager to manage one or more of the PropertiesProperty, provided that such successor manager and Management Agreement shall be approved in writing by Lender and, if a Securitization has occurred, the applicable Rating Agencies (and Lender's ’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). If at any time Lender consents to the appointment of a new manager, such new manager and Borrowers Borrower shall, as a condition of Lender's ’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, 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, on terms and conditions substance satisfactory to Lender and, if a Securitization has occurred, (subject to the applicable Rating Agenciesrights of the Senior Lender under the Senior Loan Documents).

Termination of Manager. If: If (ai) as of any three (3) consecutive Calculation DatesDate, Borrowers fail to maintain a Debt Yield Service Coverage Ratio of at least seven and three-fourths percent 1.20:1, (7.75%); (bii) an Event of Default shall be continuing; , (ciii) a Property Manager is in default under the Property Management Agreement beyond any Management Agreement; applicable notice and cure periods, (div) a Property Manager shall become a debtor in any bankruptcy or insolvency proceeding; Bankruptcy Proceeding or (ev) upon the gross negligence, malfeasance or willful misconduct of a Property Manager, Borrowers shall, at the request of Lender, terminate the Management Agreement or Management Agreements, as applicable, and replace the subject Property Manager or Managers 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 Yield 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 ’s request of Borrowers to terminate any the Property Management Agreement shall constitute an immediate Event of Default. Borrowers may from time to time appoint a successor property manager to manage one or more of 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 ’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 TransactionTransaction 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 ’s consent, execute a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Property Manager Consent. In addition, if any new manager is an Affiliate of any Borrower, Borrowers shall deliver even date herewith executed and delivered by Property Manager 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, on terms and conditions satisfactory to Lender and, if a Securitization has occurred, the applicable Rating AgenciesLender.

Termination of Manager. If: If (ai) as of any three (3) consecutive Calculation DatesDate, Borrowers fail to maintain a Debt Yield Service Coverage Ratio of at least seven and three-fourths percent 1.50:1, (7.75%); (bii) an Event of Default shall be continuing; , (ciii) a Property Manager is in default under any Property Management Agreement; Agreement beyond any applicable notice and cure periods, (div) a Property Manager shall become a debtor in any bankruptcy or insolvency proceeding; Bankruptcy Proceeding or (ev) upon the gross negligence, malfeasance or willful misconduct of a Property Manager, Borrowers shall, at the request of Lender, terminate the Management Agreement or Management Agreements, as applicable, Agreements and replace the subject Property Manager or Managers 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 Yield 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 ’s request of Borrowers to terminate any the Property Management Agreement Agreements shall constitute an immediate Event of Default. Borrowers may from time to time appoint a successor property manager to manage one or more of 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 ’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 TransactionTransaction 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 ’s consent, execute a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Property Manager Consent. In addition, if any new manager is an Affiliate of any Borrower, Borrowers shall deliver even date herewith executed and delivered by Property Manager 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, on terms and conditions satisfactory to Lender and, if a Securitization has occurred, the applicable Rating AgenciesLender.

Termination of Manager. If: (a) as of any three (3) consecutive Calculation DatesDate, Borrowers fail Borrower fails to maintain a Debt Yield of at least seven and three8.50% (unless such failure is due solely to a short-fourths percent (7.75%term decline in Net Operating Income resulting from renovations to the Property required by Franchisor); (b) an Event of Default shall be continuing; (c) a Manager is in default under any the Management Agreement; (d) a Manager shall become a debtor in any bankruptcy or insolvency proceeding; or (e) upon the gross negligence, malfeasance or willful misconduct of a Manager, Borrowers Borrower shall, at the request of Lender, terminate the Management Agreement or Management Agreements, as applicable, and replace the subject Manager or Managers with a replacement manager acceptable to Lender and, if a Securitization has occurred, the applicable Rating Agencies, on terms and conditions satisfactory to Lender and, if a Securitization has occurred, the applicable Rating Agencies. All calculations of the Debt Yield for purposes of this Section 5.12.2 shall be subject to verification by Lender. Borrowers' Borrower’s failure to appoint an acceptable manager within thirty forty five (3045) days after Lender's ’s request of Borrowers Borrower to terminate any the Management Agreement shall constitute an immediate Event of Default. Borrowers Borrower may from time to time appoint a successor manager to manage one or more of the PropertiesProperty, provided that such successor manager and Management Agreement shall be approved in writing by Lender and, if a Securitization has occurred, the applicable Rating Agencies (and Lender's ’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). Notwithstanding the foregoing, however, provided no Event of Default is continuing, (a) the approval of Lender and the Rating Agencies shall not be required with respect to the appointment of a Qualified Manager and (b) upon the occurrence of a Condor Change of Control Event, Borrower may terminate the Management Agreement and replace the Manager with a Qualified Manager so long as such new Qualified Manager is in place prior to or concurrently with the termination of the prior Manager. If at any time Lender consents to the appointment of a new managermanager or a Qualified Manager is appointed, such new manager (including any Qualified Manager) and Borrowers Borrower shall, as a condition of Lender's ’s consent, execute (a) 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, 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 substance reasonably acceptable to Lender and, if a Securitization has occurred, the applicable Rating Agencies, on terms and conditions satisfactory to Lender and, if a Securitization has occurred, the applicable Rating Agencies.

Termination of Manager. If: (a) as of any three (3) consecutive Calculation Dates, Borrowers fail to maintain a Debt Yield of at least seven and three-fourths percent (7.75%); (b) If an Event of Default shall be continuing; , then upon (ci) a Manager is 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 (d) a Manager or shall become a debtor in any bankruptcy or insolvency proceeding; or (e) upon the gross negligence, malfeasance or willful misconduct of a Manager, Borrowers shallcause Operating Tenant to), at the written request of Lender, terminate the Management Agreement or Management Agreements, as applicable, and replace the subject Manager or Managers with a replacement manager acceptable to Lender and, if a Securitization has occurred, in Lender’s discretion 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 Yield 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 manager within thirty ninety (3090) days after Lender's ’s written request of Borrowers Borrower to terminate any the Management Agreement shall constitute an immediate Event of Default. Borrowers Borrower or Operating Tenant may from time to time appoint a successor manager to manage one or more of the PropertiesProperty, provided that such successor manager and Management Agreement shall be approved in writing by Lender and, if a Securitization has occurred, in Lender’s discretion and the applicable Rating Agencies (and Lender's ’s approval may be conditioned upon Borrowers Borrower delivering a Rating Comfort Letter if as to such successor manager and Management Agreement). Notwithstanding the Loanforegoing, by itself or together however, the approval of Lender and the Rating Agencies shall not be required with other loans, has been respect to the subject appointment 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)Qualified Manager. If at any time Lender consents to the appointment of a new managermanager or a Qualified Manager is appointed, such new manager (including a Qualified Manager) and Borrowers Borrower or Operating Tenant, as applicable, shall, as a condition of Lender's ’s consent, execute a consent and subordination of management manager comfort agreement substantially in the form of the manager comfort letter of even date between Manager Consent. In addition, if any new manager is an Affiliate of any Borrower, 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, on terms and conditions satisfactory to Lender and, if a Securitization has occurred, the applicable Rating AgenciesLender.

Termination of Manager. If: If (ai) as of any three intentionally omitted, (3) consecutive Calculation Dates, Borrowers fail to maintain a Debt Yield of at least seven and three-fourths percent (7.75%); (bii) an Event of Default shall be continuing; , (ciii) a Manager is in default under any the Management Agreement; Agreement beyond applicable notice and cure periods, (div) a Manager shall become a debtor in any bankruptcy or insolvency proceeding; proceeding or (ev) upon the gross negligence, malfeasance or willful misconduct of a Manager, Borrowers Borrower shall, at the within thirty (30) days following request of by Lender, terminate the Management Agreement or Management Agreements, as applicable, and replace the subject Manager or Managers with a replacement manager acceptable to Lender in Lender’s reasonable discretion and, if the Loan is included in a Securitization has occurredSecuritization, the applicable Rating Agencies, on terms and conditions satisfactory to Lender and, if the Loan is included in a Securitization has occurredSecuritization, the applicable Rating Agencies. All calculations of the Debt Yield for purposes of this Section 5.12.2 shall be subject to verification by Lender. Borrowers' Borrower’s failure to appoint an acceptable manager within thirty (30) days after Lender's ’s request of Borrowers Borrower to terminate any the Management Agreement shall constitute an immediate Event of Default. Borrowers Borrower may from time to time appoint a successor manager to manage one or more of the PropertiesProperty, provided that such which successor manager and Management Agreement shall be approved in writing by Lender in Lender’s reasonable discretion and, if the Loan is included in 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)Agencies. If at any time Lender consents to the appointment of a new manager, such new manager and Borrowers Borrower shall, as a condition of Lender's ’s consent, execute a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager Consentof even date herewith executed and delivered by Manager to Lender. In addition, if any new manager is an Affiliate of any Borrower, 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, on terms and conditions satisfactory to Lender and, if a Securitization has occurred, the applicable Rating Agencies.5.19