Common use of Termination of Manager Clause in Contracts

Termination of Manager. If (i) an Event of Default shall be continuing, or (ii) 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, Borrower shall, at the request of Lender, O terminate the Management Agreement and replace Manager with a replacement manager acceptable to Lender in Lender's discretion, 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. 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 from time to time appoint a successor manager to manage the Property, provided that such successor manager and Management Agreement shall be approved in writing by Lender in Lender's discretion and, if a Securitization has occurred, the 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 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 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 of even date herewith executed and delivered by Manager to Lender.

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 replacement manager acceptable to Lender in Lender's discretion, and, if Qualified Manager and enter into a Securitization has occurred, the applicable Rating Agencies, Replacement Management Agreement on terms and conditions satisfactory to Lender and, if a Securitization has occurred, and the applicable Rating Agencies. Borrower's ’s failure to appoint an acceptable manager a Qualified 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 manager Qualified Manager to manage the Property, provided that such successor manager Qualified Manager and Replacement Management Agreement shall be approved in writing by Lender in Lender's ’s discretion and, if a Securitization has occurred, and the applicable Rating Agencies (and Lender's ’s approval may be conditioned upon Borrower Borrower’s delivering a prior written confirmation from the applicable Rating Comfort Letter if Agencies that management of the Loan, Property by itself or together with other loans, has been the subject of a Secondary Market Transaction, such successor Qualified Manager and if required pursuant to the Replacement Management Agreement will not cause 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 managerdowngrade, 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 withdrawal or qualification of the Consent and Subordination then current ratings of Manager of even date herewith executed and delivered by Manager to Lenderthe Securities or any class thereof).

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 replacement manager acceptable to Lender in Lender's discretion, and, if Qualified Manager and enter into a Securitization has occurred, the applicable Rating Agencies, Replacement Management Agreement on terms and conditions satisfactory to Lender and, if a Securitization has occurred, and the applicable Rating Agencies. Borrower's ’s failure to appoint an acceptable manager a Qualified 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 manager Qualified Manager to manage the Property, provided that such successor manager Qualified Manager and Replacement Management Agreement shall be approved in writing by Lender in Lender's ’s discretion and, if a Securitization has occurred, and the applicable Rating Agencies (and Lender's ’s approval may be conditioned upon Borrower Borrower’s delivering a prior written confirmation from the applicable Rating Comfort Letter if Agencies that management of the Loan, Properties by itself or together with other loans, has been the subject of a Secondary Market Transaction, such successor Qualified Manager and if required pursuant to the Replacement Management Agreement will not cause 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 managerdowngrade, 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 withdrawal or qualification of the Consent and Subordination then current ratings of Manager of even date herewith executed and delivered by Manager to Lenderthe Securities or any class thereof).