Termination of Manager. If (a) the amounts evidenced by the Note have been accelerated pursuant to Section 8.1(b) hereof, (b) the Manager shall become insolvent, (c) the Manager is in default under the terms of the Management Agreement beyond any applicable grace or cure period, or (d) 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 Management Agreement and replace the 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 Management Agreement is terminated, (ii) the Manager no longer manages the Property, or (iii) a receiver, liquidator or trustee shall be appointed for Manager or if 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, Manager, or if any proceeding for the dissolution or liquidation of 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.
Termination of Manager. If (i) an Event of Default shall be continuing, or (ii) Manager is in default under the Management Agreement, or (iii) upon the gross negligence, malfeasance or willful misconduct of the Manager, Borrower shall, at the request of Lender, terminate the Management Agreement and replace Manager with a replacement manager acceptable to Lender in Lender’s discretion and the applicable Rating Agencies on terms and conditions satisfactory to Lender and 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 the applicable Rating Agencies (and Lender’s approval may be conditioned upon Borrower delivering a Rating Comfort Letter 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 any Calculation Date, Borrowers fail to maintain a Debt Service Coverage Ratio of at least 1.05:1 or (ii) an Event of Default shall be continuing, or (iii) Manager is in default under the Management Agreement, or (iv) upon the gross negligence, malfeasance or willful misconduct of the Manager, Borrowers shall, at the request of Lender, terminate the Management Agreement and replace Manager with a replacement manager acceptable to Lender in Lender's discretion and the applicable Rating Agencies on terms and conditions satisfactory to Lender and the applicable Rating Agencies. All calculations of the Debt Service Coverage Ratio 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 the Management Agreement shall constitute an immediate Event of Default. Borrowers may 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 the applicable Rating Agencies.
Termination of Manager. Borrower, upon the request of Lender, shall terminate the Manager, without penalty or fee, if at any time during the Term (a) the Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, (b) there exists an Event of Default for which Lender has not accepted a cure thereof, (c) the Maturity Date has occurred and the Loan has not been repaid or (d) the Manager's gross negligence, malfeasance or willful misconduct or the occurrence of a default by Manager under the Management Agreement and its continuance beyond any applicable notice or cure period. At such time as the Manager may be removed pursuant to and in accordance with the terms and provisions of the Loan Documents, a replacement manager and management agreement acceptable to Lender and the applicable Rating Agencies in their sole discretion shall assume management of the Property and shall receive a property management fee not to exceed the then current market rates.
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 (iii) Manager is in default under the Management Agreement, 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, terminate the Management Agreement and replace Manager with a Qualified Manager and enter into a Replacement Management Agreement on terms and conditions satisfactory to Lender and the applicable Rating Agencies. Borrower’s failure to appoint a Qualified 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 Qualified Manager to manage the Property, provided that such successor Qualified Manager and Replacement Management Agreement shall be approved in writing by Lender in Lender’s discretion and the applicable Rating Agencies (and Lender’s approval may be conditioned upon Borrower’s delivering prior written confirmation from the applicable Rating Agencies that management of the Property by such successor Qualified Manager and pursuant to the Replacement Management Agreement will not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities or any class thereof).
Termination of Manager. (a) In the event that the Management Committee decides that the Manager has been incompetent, seriously derelict or seriously negligent in performance of its duties as Manager it may dismiss the Manager in which event, it shall notify the Manager in writing ("Notice of Dismissal") of its decision which decision shall take effect immediately upon receipt thereof by the Manager and the Joint Venturers shall thereupon appoint an interim manager provided that, notwithstanding its dismissal or termination pursuant to subclause (g) hereof, the former Manager, in order to ensure an orderly transition in the management of the Project, shall co-operate fully with the other Joint Venturers, including by making available to the interim manager key personnel engaged in the Project for a reasonable time and on the cost reimbursement and fee basis provided for herein.
(b) The Manager shall have the right within 28 days of receipt of Notice of Dismissal to dispute the decision referred to in subclause (a) hereof by giving written notice to the Joint Venturers whereupon the matter shall be referred immediately to arbitration pursuant to subclause (f) hereof.
(c) If the manager elects not to dispute the Notice of Dismissal within 28 days of receipt as aforesaid, the position of Manager shall become vacant as of the date of the expiry of the said 28 day period.
(d) If it is determined by arbitration:
(i) that the Manager has not been incompetent, seriously derelict or seriously negligent in performance of its duties and was therefore wrongly dismissed then at the Manager's option:
(a) the Manager will be reinstated and the other Joint Venturers will pay to the Manager one hundred and twenty-five percent (125%) of the fee that the Manager would have been paid for work performed during the period it was not acting as Manager: or
(b) the Manager may decline reinstatement and be paid by the other Joint Venturers one hundred and twenty five percent (125%) of the fee that the Manager would have been paid for work performed during the said period.
(ii) that the Manager has been incompetent, seriously derelict or seriously negligent in performance of its duties as Manager, the position of Manager shall become vacant as of the date of the determination.
(e) A dispute referred to in subclause (b) hereof, shall be decided by a board of three arbitrators (the "Board"), one to be appointed by the Manager, one jointly by all the Joint Venturers other than the Joint Venturer who is the Ma...
Termination of Manager. 39 5.13 SPECIAL PURPOSE BANKRUPTCY REMOTE ENTITY......................40 5.14
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) an Event of Default shall be continuing, or (ii) upon the gross negligence, malfeasance or willful misconduct of the Manager, Borrower shall, at the request of Lender, terminate the Management Agreement and replace Manager with a replacement manager acceptable to Lender in Lender’s discretion and the applicable Rating Agencies on terms and conditions satisfactory to Lender and 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.
Termination of Manager. If an Event of Default occurs and is continuing, Borrower shall, at the request of Lender, terminate the Management Agreement and replace the Manager with a manager approved by Lender on terms and conditions satisfactory to Lender.
