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 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.