Common use of Termination of Manager Clause in Contracts

Termination of Manager. If (i) Borrower fails to maintain a Debt Service Coverage Ratio of at least 1.10:1 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 (iv) Manager is in default under the Management Agreement, Borrower shall, at the request of Lender, cause Mortgage Borrower to terminate the Management Agreement and replace Manager with a replacement manager 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 Lender and the applicable Rating Agencies 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 Debt Service Coverage Ratio 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 its discretion to the extent it is satisfied Borrower is causing Mortgage Borrower to use diligent efforts to appoint such replacement. Borrower 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 writing by Lender in Lender’s discretion and, if all or any portion of the Loan is subject to a Securitization, the applicable Rating Agencies.

Termination of Manager. If (i) Borrower fails to maintain a Debt Service Coverage Ratio of at least 1.10:1 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) If an Event of Default shall be continuing, then upon (i) Manager’s failure (beyond any applicable notice or cure periods) to meet the performance standards set forth in the Management Agreement, or (ivii) Manager is in Manager’s default (beyond any notice and cure periods) under any other provision of the Management Agreement, Borrower shallshall (or shall cause Operating Tenant to), at the written request of Lender, cause Mortgage Borrower to terminate the Management Agreement and replace Manager with a replacement manager acceptable to Lender in Lender’s discretion and, if all or any portion of the Loan is subject to a Securitization, and the applicable Rating Agencies on terms and conditions reasonably satisfactory to Lender and the applicable Rating Agencies 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 Debt Service Coverage Ratio for purposes of this Section 5.11.2 shall be subject to verification by LenderAgencies. Borrower’s or Operating Tenant’s failure to appoint an acceptable manager within forty-five ninety (4590) days after Lender’s written request of Borrower to terminate the Management 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. Borrower or Operating Tenant may cause Mortgage Borrower from time to time appoint a successor manager to manage the Property, which provided that such successor manager and Management Agreement shall be approved in writing by Lender in Lender’s discretion and, if all or any portion of the Loan is subject to a Securitization, and the applicable Rating AgenciesAgencies (and Lender’s approval may be conditioned upon Borrower delivering a Rating Comfort Letter as to such successor manager and 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 manager or a Qualified Manager is appointed, such new manager (including a Qualified Manager) and Borrower or Operating Tenant, as applicable, shall, as a condition of Lender’s consent, execute a manager comfort agreement substantially in the form of the manager comfort letter of even date between Manager and 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) Borrower fails to maintain a Debt Service Coverage Ratio the continuance of at least 1.10:1 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 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) 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 Manager is in default under (each a “Manager Bad Act”), Lender shall have the Management Agreement, Borrower shall, at the request of Lender, right to cause Mortgage Borrower to terminate the Management Agreement and Borrower shall replace the Manager with a replacement manager acceptable to Lender in Lender’s discretion andreasonable discretion, if all or any portion of the Loan is subject to a Securitization, the applicable Rating Agencies on terms and conditions reasonably satisfactory to Lender and the applicable Rating Agencies 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 Debt Service Coverage Ratio 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 thirty (4530) days after Lender’s request of Borrower to terminate so replace the Management Agreement Manager shall constitute an immediate Event of Default; provided such period shall be extendable by . If at any time Lender in its discretion consents to the extent it is satisfied Borrower is causing Mortgage Borrower to use diligent efforts to appoint appointment of a new manager, such replacement. Borrower may cause Mortgage Borrower from time to time appoint a successor manager to manage the Property, which successor new manager and Management Agreement shall be approved in writing by Lender in Borrower shall, as a condition of Lender’s discretion andconsent, if all or any portion execute a consent and subordination of management agreement substantially in the form of the Loan is subject Consent and Subordination of Manager of even date herewith executed and delivered by Manager to a Securitization, the applicable Rating AgenciesLender.

Termination of Manager. If If (i) Borrower fails as of any Calculation Date, Borrowers fail to maintain a Debt Service Coverage Ratio of at least 1.10:1 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)1.20:1, (ii) a Bankruptcy Action occurs with respect to Manager, (iii) an Event of Default shall be continuing, or (iviii) Property Manager is in default under the Property Management AgreementAgreement beyond any applicable notice and cure periods, Borrower (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, cause Mortgage Borrower to terminate the Management 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 SecuritizationSecuritization has occurred, the applicable Rating Agencies Agencies, on terms and conditions reasonably satisfactory to Lender and and, if a Securitization has occurred, the applicable Rating Agencies 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 1.10:1Agencies. All calculations of the Debt Service Coverage Ratio for purposes of this Section 5.11.2 5.12.2 shall be subject to verification by Lender. Borrower’s Borrowers’ failure to appoint an acceptable property manager within forty-five thirty (4530) days after Lender’s request of Borrower Borrowers to terminate the Property Management 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. Borrower Borrowers may cause Mortgage Borrower from time to time appoint a successor property manager to manage the PropertyProperties, which provided that such 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 SecuritizationSecuritization has occurred, the applicable Rating AgenciesAgencies (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) Borrower fails as of any Calculation Date, Borrowers fail to maintain a Debt Service Coverage Ratio of at least 1.10:1 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)1.50:1, (ii) a Bankruptcy Action occurs with respect to Manager, (iii) an Event of Default shall be continuing, or (iviii) 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 Management Agreementgross negligence, Borrower malfeasance or willful misconduct of Property Manager, Borrowers shall, at the request of Lender, cause Mortgage Borrower to terminate the Management Agreement Agreements 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 SecuritizationSecuritization has occurred, the applicable Rating Agencies Agencies, on terms and conditions reasonably satisfactory to Lender and and, if a Securitization has occurred, the applicable Rating Agencies 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 1.10:1Agencies. All calculations of the Debt Service Coverage Ratio for purposes of this Section 5.11.2 5.12.2 shall be subject to verification by Lender. Borrower’s Borrowers’ failure to appoint an acceptable property manager within forty-five thirty (4530) days after Lender’s request of Borrower Borrowers to terminate the Property Management Agreement Agreements 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. Borrower Borrowers may cause Mortgage Borrower from time to time appoint a successor property manager to manage the PropertyProperties, which provided that such 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 SecuritizationSecuritization has occurred, the applicable Rating AgenciesAgencies (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 Owner has entered into a Property Management Agreement and: (i) Borrower fails to maintain a Debt Service Coverage Ratio of at least 1.10:1 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, (iiia) an Event of Default shall be continuing, or ; (ivb) Manager is in default under the Management AgreementAgreement beyond any applicable notice and cure periods; (c) Manager shall become a debtor in any bankruptcy or insolvency proceeding; or (d) upon the gross negligence, malfeasance or willful misconduct of Manager with respect to the Property, Borrower shall, at the request of LenderLender (subject, however, to the rights of Senior Lender under the Senior Loan Documents), cause Mortgage Borrower Owner to terminate the Management Agreement and Agreement, and, subject to the rights of Senior Lender under the Senior Loan Documents, replace Manager with a replacement manager acceptable to Lender in Lender’s discretion and, if all or any portion of the Loan is subject to a SecuritizationSecuritization has occurred, the applicable Rating Agencies Agencies, on terms and conditions satisfactory to Lender and and, if a Securitization has occurred, the applicable Rating Agencies 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 Debt Service Coverage Ratio for purposes of this Section 5.11.2 shall be subject to verification by LenderAgencies. Borrower’s failure to cause Owner to appoint an acceptable manager within forty-five thirty (4530) 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 its discretion to the extent it is satisfied Borrower is causing Mortgage Borrower to use diligent efforts to appoint such replacement. Borrower may cause Mortgage Borrower from time to time cause Owner to appoint a successor manager to manage the Property, which provided that such successor manager and Management Agreement shall be approved in writing by Lender in Lender’s discretion and, if all or any portion of the Loan is subject to a SecuritizationSecuritization has occurred, the applicable Rating AgenciesAgencies (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 the occurrence of a Secondary Market Transaction). 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 of management agreement in form and substance satisfactory to Lender (subject to the rights of the Senior Lender under the Senior Loan Documents).

Termination of Manager. If If Borrower has entered into a Property Management Agreement and: (i) Borrower fails to maintain a Debt Service Coverage Ratio of at least 1.10:1 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, (iiia) an Event of Default shall be continuing, or ; (ivb) Manager is in default under the Management AgreementAgreement beyond any applicable notice and cure periods therein; (d) Manager shall become a debtor in any bankruptcy or insolvency proceeding; or (e) upon the gross negligence, malfeasance or willful misconduct of Manager with respect to the Property, Borrower shall, at the request of Lender, cause Mortgage Borrower to terminate the Management Agreement and replace Manager with a replacement manager acceptable to Lender in Lender’s discretion and, if all or any portion of the Loan is subject to a SecuritizationSecuritization has occurred, the applicable Rating Agencies Agencies, on terms and conditions satisfactory to Lender and and, if a Securitization has occurred, the applicable Rating Agencies 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 Debt Service Coverage Ratio for purposes of this Section 5.11.2 shall be subject to verification by LenderAgencies. Borrower’s failure to appoint an acceptable manager within forty-five thirty (4530) 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 its discretion to the extent it is satisfied Borrower is causing Mortgage Borrower to use diligent efforts to appoint such replacement. Borrower may cause Mortgage Borrower from time to time appoint a successor manager to manage the Property, which provided that such successor manager and Management Agreement shall be approved in writing by Lender in Lender’s discretion and, if all or any portion of the Loan is subject to a SecuritizationSecuritization has occurred, the applicable Rating AgenciesAgencies (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 the occurrence of a Secondary Market Transaction). 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 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 new manager.