Common use of Termination of Property Manager Clause in Contracts

Termination of Property Manager. If (a) the amounts evidenced by the Note have been accelerated pursuant to Section 8.1(b) hereof, (b) the Property Manager shall become insolvent, (c) the Property Manager is in default under the terms of the Property Management Agreement beyond any applicable grace or cure period, or (d) Property Manager is not managing the Property in accordance with the management practices of nationally recognized management companies managing similar properties in locations comparable to those of the Property, then, in the case of (a), (b), (c) or (d), Borrower shall, at the request of Lender, terminate the Property Management Agreement and replace the Property Manager with a manager reasonably approved by Lender on terms and conditions reasonably satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. In addition and without limiting the rights of Lender hereunder or under any of the other Loan Documents, in the event that (i) the Property Management Agreement is terminated, (ii) the Property Manager no longer manages the Property, or (iii) a receiver, liquidator or trustee shall be appointed for Property Manager or if Property Manager shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Property Manager, or if any proceeding for the dissolution or liquidation of Property Manager shall be instituted, then Borrower (at Borrower's sole cost and expense) shall immediately, in its name, establish new deposit accounts separate from any other Person with a depository satisfactory to Lender into which all Rents and other income from the Property shall be deposited and shall grant Lender a first priority security interest in such account pursuant to documentation satisfactory in form and substance to Lender. Property Manager shall have the right to subcontract some or all of its responsibilities under the Property Management Agreement pursuant to an agreement on terms and conditions satisfactory to Lender in its reasonable discretion, it being understood and agreed that the management fee for such Property Manager shall not exceed then prevailing market rates, as determined by Lender, and in no event shall each agreement impair Lender's rights hereunder or under the other Loan Documents.

Termination of Property Manager. If (a) Borrower represents, warrants and covenants that any Property Management Agreement hereafter entered into shall be an Acceptable Property Management Agreement and shall provide Borrower with the amounts evidenced by the Note have been accelerated pursuant right to Section 8.1(b) hereof, (b) the Property Manager shall become insolvent, (c) the Property Manager is in default under the terms of terminate the Property Management Agreement beyond with respect to any applicable grace Mortgaged Property, without any penalty or cure periodfee (other than accrued and unpaid fees thereunder) on thirty (30) days' notice, or if any of the following shall occur: (di) Net Operating Income for any Mortgaged Property Manager is not managing subject to the Property in accordance with Management Agreement for the management practices twelve (12) full calendar month period immediately preceding the date of nationally recognized management companies managing similar properties in locations comparable to those such notice is less than eighty-five percent (85%) of the Closing Date NOI for such Mortgaged Property, then; (ii) the Loan shall be outstanding after the Anticipated Prepayment Date; or (iii) there exists an Event of Default under this Agreement and the Loan has been accelerated. Unless otherwise waived by Lender, in the case of circumstances described in (ai), (b), (cii) or (d)iii) above, Borrower shall, at the request within five (5) Business Days after Lender's written request, issue a notice of Lender, termination to terminate the any such Property Management Agreement and replace the Property Manager with a manager reasonably approved by Lender on terms and conditions reasonably satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. In addition and without limiting the rights of Lender hereunder or under any of the other Loan Documents, in the event that (i) the Property Management Agreement is terminated, (ii) the Property Manager no longer manages the Property, or (iii) a receiver, liquidator or trustee shall be appointed for Property Manager or if Property Manager shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, an Acceptable Property Manager, or if any proceeding for the dissolution or liquidation on commercially reasonable terms and conditions. All calculations of Property Manager Net Operating Income shall be institutedcalculated by Lender pursuant to audits conducted by Lender, then Borrower (at Borrower's sole cost and expense) shall immediately, all in its nameaccordance with Lender's customary audit policies and procedures, establish new deposit accounts separate from any other Person with a depository satisfactory subject to Lender into which all Rents and other income from the limitations set forth in Section 12.13(a)(i). If Borrower fails to issue the notice of termination to the Property Manager in the manner required above within said five-Business Day period, then Lender shall have the right, and Borrower hereby irrevocably authorizes Lender, at its sole option, to terminate on behalf and in the name of Borrower, the Property Manager in accordance with the foregoing provisions of this Section 11.1, provided that Lender shall not have any liability if Lender shall not exercise such authority. Each Property Management Agreement hereafter entered into by Borrower shall be deposited and shall grant Lender a first priority security interest in such account pursuant to documentation satisfactory in form and substance satisfactory to Lender. , shall be collaterally assigned to Lender and any fees payable to Property Manager thereunder shall have be subordinated to the right to subcontract some or all of its responsibilities under the Property Management Loan and this Agreement pursuant to an agreement on terms and conditions satisfactory to Lender in its reasonable discretion, it being understood and agreed that the management fee for such Property Manager shall not exceed then prevailing market rates, as determined by Lender, and in no event shall each agreement impair Lender's rights hereunder or under the other Loan Documents.

Termination of Property Manager. If (a) the amounts evidenced by the Note have been accelerated pursuant to Section 8.1(b) hereofThe Borrower represents, (b) the Property Manager shall become insolvent, (c) the Property Manager is in default under the terms of warrants and covenants that the Property Management Agreement beyond any applicable grace or cure periodnow provides, or (d) and that Borrower shall cause Property Manager is not managing to enter into any Property Management Agreement hereafter that does not provide, the Property in accordance Owner the right to terminate such Property Management Agreement without any penalty or fee (other than accrued and unpaid fees thereunder) on thirty (30) days’ notice, if there exists an Event of Default under this Agreement. Unless otherwise waived by the Agent, if an Event of Default exists, the Borrower shall cause the Property Owner, within five (5) Business Days after the Agent’s written request, to issue a notice of termination with the management practices of nationally recognized management companies managing similar properties in locations comparable respect to those of the Property, then, in the case of (a), (b), (c) or (d), Borrower shall, at the request of Lender, terminate the Property Management Agreement and replace the Property Manager with a manager reasonably approved by Lender an Acceptable Property Manager, on commercially reasonable terms and conditions reasonably satisfactory approved by the Agent. If the Property Owner fails to Lenderissue the notice of termination to the Property Manager in the manner required above within said five (5) Business Day period, it being understood then the Agent shall have the right, and agreed that each Borrower Party hereby irrevocably authorizes the management fee for such replacement manager shall not exceed then prevailing market rates. In addition Agent, at its sole option, to terminate on behalf and without limiting in the rights of Lender hereunder or under any name of the other Loan DocumentsBorrower and the Property Owner, in the event that (i) the Property Management Agreement is terminatedin accordance with the foregoing provisions of this Section 10.1(a); provided that the Agent shall not have any liability if the Agent shall not exercise such authority. (b) The Borrower represents, (ii) warrants and covenants that it shall cause the Property Manager no longer manages Owner to cause the Property, or (iii) a receiver, liquidator or trustee shall Mortgaged Property at all times to be appointed for Property Manager or if Property Manager shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed managed by or against, consented to, or acquiesced in by, an Acceptable Property Manager, or if . The Borrower shall cause any proceeding for Property Management Agreement entered into by the dissolution or liquidation of Property Manager shall Owner to be instituted, then Borrower (at Borrower's sole cost in form and expense) shall immediately, in its name, establish new deposit accounts separate from any other Person with a depository substance satisfactory to Lender into which all Rents the Agent, to be collaterally assigned to the Agent on behalf of the Lenders and other income from to be the Property shall be deposited and shall grant Lender a first priority security interest in such account pursuant to documentation satisfactory subject of an agreement similar in form and substance to Lender. the Property Manager shall have Manager’s Consent, executed and delivered to the right Agent by the Acceptable Property Manager. (c) Notwithstanding anything to subcontract some or all of its responsibilities under the contrary set forth in the Property Management Agreement pursuant Agreement, the Borrower agrees that it shall not permit the Property Owner to an agreement on terms and conditions satisfactory to Lender pay property management fees in its reasonable discretion, it being understood and agreed excess of the Base Management Fee at any time that the management fee for Mezzanine Debt Service Coverage Ratio is less than 1.1x. With respect to any calendar month when the Mezzanine Debt Service Coverage Ratio is at least 1.1x, the Property Owner shall be permitted to pay the Base Management Fee plus any portion of the Accrued Management Fee, provided that the payment of such Property Manager shall portion of the Accrued Management Fee will not exceed then prevailing market rates, as determined by Lender, and result in no event shall each agreement impair Lender's rights hereunder or under the other Loan DocumentsMezzanine Debt Service Coverage Ratio (recalculated taking into account the payment of such portion of the Accrued Management Fee) being less than 1.1x.

Termination of Property Manager. If Borrower covenants that each Property Management Agreement with respect to any Mortgaged Property hereafter entered into with respect to any Mortgaged Property (a) including each renewal of the amounts evidenced by the Note have been accelerated pursuant to Section 8.1(b) hereof, (b) the existing Property Manager shall become insolvent, (c) the Property Manager is Management Agreements not currently provided for in default under the terms of the Property Management Agreement beyond any applicable grace Agreements) shall provide (either on its own terms or cure period, or (d) Property Manager is not managing the Property in accordance with the management practices of nationally recognized management companies managing similar properties in locations comparable to those by virtue of the Property, then, in applicable Consent of Manager) Borrower the case of (a), (b), (c) or (d), Borrower shall, at the request of Lender, right to terminate the Property Management Agreement with respect to the Mortgaged Property or Properties covered thereby, without any penalty or fee (other than accrued and unpaid fees thereunder) on thirty (30) days' notice, if there exists an Event of Default under this Agreement. Unless otherwise waived by Agent, in the circumstances described in the immediately preceding sentence, Borrower shall, within five (5) Business Days after Agent's written request, issue a notice of termination to terminate the applicable Property Management Agreement (with respect to the Mortgaged Property(ies) covered thereby) and replace the each Property Manager with a manager reasonably approved by Lender an Acceptable Property Manager, on commercially reasonable terms and conditions reasonably satisfactory approved by Agent (such approval not to Lenderbe unreasonably withheld or delayed). If Borrower fails to issue the notice of termination to each Property Manager in the manner required above within said five (5) Business Day period, it being understood then Agent shall have the right, and agreed each Borrower hereby irrevocably authorizes Agent, at its sole option, to terminate on behalf and in the name of the Borrower, the applicable Property Manager (with respect to the Mortgaged Property(ies) covered thereby) in accordance with the foregoing provisions of this SECTION 10.1, PROVIDED that the management fee for such replacement manager Agent shall not exceed then prevailing market rateshave any liability if Agent shall not exercise such authority. In addition Borrower represents, warrants and without limiting covenants that each Mortgaged Property shall at all times be managed by an Acceptable Property Manager. Each Property Management Agreement hereafter entered into by Borrower (or Beacon Management or another Affiliate of Borrower) with a third party shall be in substantially the rights of Lender hereunder or under any of the other Loan Documents, in the event that (i) same form as the Property Management Agreement is terminatedAgreements in effect on the date hereof (unless otherwise approved by Agent, (iisuch approval not to be unreasonably withheld or delayed) the Property Manager no longer manages the Property, or (iii) a receiver, liquidator or trustee shall be appointed for Property Manager or if Property Manager shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state lawand with customary economic terms, shall be filed collaterally assigned to Agent on behalf of Lenders and shall be the subject of a Consent of Manager, executed and delivered to Agent by or against, consented to, or acquiesced in by, the applicable Acceptable Property Manager, or if any proceeding for the dissolution or liquidation of Property Manager shall be instituted, then Borrower (at Borrower's sole cost and expense) shall immediately, in its name, establish new deposit accounts separate from any other Person with a depository satisfactory to Lender into which all Rents and other income from the Property shall be deposited and shall grant Lender a first priority security interest in such account pursuant to documentation satisfactory in form and substance to Lender. Property Manager shall have the right to subcontract some or all of its responsibilities under the Property Management Agreement pursuant to an agreement on terms and conditions satisfactory to Lender in its reasonable discretion, it being understood and agreed that the management fee for such Property Manager shall not exceed then prevailing market rates, as determined by Lender, and in no event shall each agreement impair Lender's rights hereunder or under the other Loan Documents.

Termination of Property Manager. If (a) the amounts evidenced by the Note have been accelerated pursuant to Section 8.1(b) hereofan Event of Default has occurred and is continuing, (b) the Property Manager shall become insolvent, (c) the Property Manager is in default under the terms of the Property Management Agreement beyond any applicable grace or cure period, period or (d) Property Manager is not managing the Property in accordance with the management practices of nationally recognized management companies managing similar properties in locations comparable to those of the Property, then, in the case of (a), (b), (c) or (d), Borrower shall, at the request of Lender, terminate the Property Management Agreement and replace the Property Manager with a manager reasonably approved by Lender on terms and conditions reasonably satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. In addition and without limiting the rights of Lender hereunder or under any of the other Loan Documents, in the event that (i) the Property Management Agreement is terminated, (ii) the Property Manager no longer manages the Property, or (iii) a receiver, liquidator or trustee shall be appointed for Property Manager or if Property Manager shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Property Manager, or if any proceeding for the dissolution or liquidation of Property Manager shall be instituted, then Borrower (at Borrower's sole cost and expense) shall immediately, in its name, establish new deposit accounts separate from any other Person with a depository satisfactory to Lender into which all Rents and other income from the Property shall be deposited and shall grant Lender a first priority security interest in such account pursuant to documentation satisfactory in form and substance to Lender. Property Manager shall have the right to subcontract some or all of its responsibilities under the Property Management Agreement pursuant to an agreement on terms and conditions satisfactory to Lender in its reasonable discretion, it being understood and agreed that the management fee for such Property Manager shall not exceed then prevailing market rates, as determined by Lender, and in no event shall each agreement impair Lender's ’s rights hereunder or under the other Loan Documents. If (i) an Event of Default has occurred and is continuing, (ii) any sub-manager shall become insolvent, (iii) any sub-manager is in default under the terms of the related sub-management agreement beyond any applicable grace or cure period or (iv) any sub-manager is not managing the Property in accordance with the management practices of nationally recognized management companies managing similar properties in locations comparable to those of the Property, then, in the case of (i), (ii), (iii) or (iv), Borrower shall, at the request of Lender, cause Property Manager to terminate the sub-management agreement and replace the sub-manager with a manager reasonably approved by Lender on terms and conditions reasonably satisfactory to Lender, it being understood and agreed that the management fee for such replacement sub-manager shall not exceed then prevailing market rates, as determined by Lender.

Termination of Property Manager. If (a) the amounts evidenced by the Note have been accelerated pursuant to Section 8.1(b) hereofThe Borrower represents, (b) the Property Manager shall become insolvent, (c) the Property Manager is in default under the terms of warrants and covenants that the Property Management Agreement beyond any applicable grace or cure periodnow provides, or (d) and that Borrower shall cause Property Manager is not managing to enter into any Property Management Agreement hereafter that does not provide, the Property in accordance with Owner the management practices right to terminate such Property Management Agreement without any penalty or fee (other than accrued and unpaid fees thereunder) on thirty (30) days' notice, if there exists an Event of nationally recognized management companies managing similar properties in locations comparable to those of Default under this Agreement. Unless otherwise waived by the Property, then, in the case of (a), (b), (c) or (d), Borrower shall, at the request of Lender, terminate if an Event of Default exists, the Borrower shall cause the Property Owner, within five (5) Business Days after the Lender's written request, to issue a notice of termination with respect to the Property Management Agreement and replace the Property Manager with a manager reasonably approved by Lender an Acceptable Property Manager, on commercially reasonable terms and conditions reasonably satisfactory approved by the Lender. If the Property Owner fails to issue the notice of termination to the Property Manager in the manner required above within said five (5) Business Day period, then the Lender shall have the right, and each Borrower Party hereby irrevocably authorizes the Lender, it being understood at its sole option, to terminate on behalf and agreed that in the management fee for such replacement manager shall not exceed then prevailing market rates. In addition and without limiting the rights of Lender hereunder or under any name of the other Loan DocumentsBorrower and the Property Owner, in the event that (i) the Property Management Agreement is terminatedin accordance with the foregoing provisions of this Section 10.1(a); provided that the Lender shall not have any liability if the Agent shall not exercise such authority. (b) The Borrower represents, (ii) warrants and covenants that it shall cause the Property Manager no longer manages Owner to cause the Property, or (iii) a receiver, liquidator or trustee shall Mortgaged Property at all times to be appointed for Property Manager or if Property Manager shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed managed by or against, consented to, or acquiesced in by, an Acceptable Property Manager, or if . The Borrower shall cause any proceeding for Property Management Agreement entered into by the dissolution or liquidation of Property Manager shall Owner to be instituted, then Borrower (at Borrower's sole cost in form and expense) shall immediately, in its name, establish new deposit accounts separate from any other Person with a depository substance satisfactory to the Lender, to be collaterally assigned to the Lender into which all Rents and other income from to be the Property shall be deposited and shall grant Lender a first priority security interest in such account pursuant to documentation satisfactory subject of an agreement similar in form and substance to Lender. the Property Manager shall have Manager's Consent, executed and delivered to the right Lender by the Acceptable Property Manager. (c) Notwithstanding anything to subcontract some or all of its responsibilities under the contrary set forth in the Property Management Agreement pursuant Agreement, the Borrower agrees that it shall not permit the Property Owner to an agreement on terms and conditions satisfactory to Lender pay property management fees in its reasonable discretion, it being understood and agreed excess of the Base Management Fee at any time that the management fee for Mezzanine Debt Service Coverage Ratio is less than 1.1x. With respect to any calendar month when the Mezzanine Debt Service Coverage Ratio is at least 1.1x, the Property Owner shall be permitted to pay the Base Management Fee plus any portion of the Accrued Management Fee, provided that the payment of such Property Manager shall portion of the Accrued Management Fee will not exceed then prevailing market rates, as determined by Lender, and result in no event shall each agreement impair Lender's rights hereunder or under the other Loan DocumentsMezzanine Debt Service Coverage Ratio (recalculated taking into account the payment of such portion of the Accrued Management Fee) being less than 1.