Common use of Replacement of Manager Clause in Contracts

Replacement of Manager. Lender shall have the right to require Borrowers to cause Operating Lessee to replace the Manager of one or more or all of the Properties with a Person chosen by Borrowers and/or Operating Lessee and approved by Lender upon the occurrence of any one or more of the following events so long as the applicable Borrower or Operating Lessee has the contractual right to do so under the related Management Agreement or the applicable Manager has consented or agreed to the terms of this Section 7.3 in the related Assignment of Management Agreement: (a) at any time following the occurrence of an Event of Default, (b) if at any time the Debt Service Coverage Ratio falls below 1.05 to 1.0 (the “Manager Termination Ratio”) for any three (3) consecutive calendar quarters, calculated on a Pool 1 trailing twelve (12) month basis, as determined by Lender in its sole discretion, (c) if such Manager shall be in default under any material term or covenant set forth in its Management Agreement beyond any applicable notice and cure period, (d) if such Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding and, in the case of an involuntary bankruptcy or insolvency proceeding, such bankruptcy or insolvency proceeding is not dismissed within forty-five (45) days after the filing thereof, or (e) if at any time such Manager has engaged in gross negligence, fraud or willful misconduct; provided that if Lender requests that Borrowers cause Operating Lessee to replace the Manager of one or more or all of the Properties as a result of the occurrence of the Manager Termination Ratio under the preceding clause (b), then Borrowers may engage an independent third party consultant, at their sole cost and expense, to review the performance of the Manager or Managers to be replaced and Borrowers shall only be required to so replace said existing Manager or Managers if, within thirty (30) days after Lender’s request, said independent third party consultant also concludes that said existing Manager or Managers should be replaced.

Replacement of Manager. Lender shall have the right to require Borrowers to cause Operating Lessee Borrower to replace the Manager of one with (x) an Unaffiliated Qualified Manager (or more or all another Affiliate of the Properties with a Person Interstate Parties, VRLP or VRT in the case of clause (ii) below) selected by Borrower or (y) another property manager chosen by Borrowers and/or Operating Lessee Borrower and reasonably approved by Lender (provided, that such approval may, if all or part of the Loan is being or has been included in a Securitization, be conditioned upon the occurrence of Borrower delivering a Rating Agency Confirmation as to such new property manager and management agreement) under any one or more of the following events so long as the applicable Borrower or Operating Lessee has the contractual right to do so under the related Management Agreement or the applicable Manager has consented or agreed to the terms of this Section 7.3 in the related Assignment of Management Agreementcircumstances: (ai) at any time following the occurrence of an Event of DefaultDefault and an acceleration of the Loan, (bii) if at any time the Debt Service Coverage Ratio falls below 1.05 to 1.0 (the “Manager Termination Ratio”) for any three (3) consecutive calendar quarters, calculated on a Pool 1 trailing twelve (12) month basis, as determined by Lender in its sole discretion, (c) if such Manager shall be in default under any material term or covenant set forth in its Management Agreement beyond any applicable notice and cure period, (d) if such Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding and, in the case of an involuntary bankruptcy or insolvency proceeding, such bankruptcy or insolvency proceeding is not dismissed within forty-five (45) days after the filing thereof, or (eiii) if at any time such the Manager has engaged in gross negligence, fraud fraud, willful misconduct or willful misconduct; provided misappropriation of funds unless Lender receives evidence reasonably acceptable to Lender that if the person or persons responsible for such acts or omissions have been permanently removed from working on matters related to the Property and Manager has paid to Lender requests that Borrowers cause Operating Lessee to replace the Manager of one or more or all of the Properties any out-of-pocket losses actually incurred by Lender as a direct result of the occurrence of the Manager Termination Ratio such acts or omissions; provided, however, that prior to Borrower’s becoming so obligated under the preceding clause (b)ii) above, then Borrowers may engage an independent third party consultantBorrower shall have ten (10) Business Days, at their sole cost from and expense, to review after the performance date of the Manager or Managers to be replaced and Borrowers shall only be required to so replace said existing Manager or Managers ifsuch request, within thirty (30) days after Lender’s requestwhich to provide evidence reasonably satisfactory to Lender that Manager is no longer insolvent or such proceeding has been dismissed, said independent third party consultant also concludes that said existing Manager or Managers should be replacedas applicable, in which case Borrower shall not become so obligated.

Replacement of Manager. Lender shall have the right to require Borrowers to cause Operating Lessee Borrower to replace the Manager with (x) an Unaffiliated Qualified Manager (or another Affiliate of one Borrower in the case of clause (ii) below) selected by Borrower or more or all of the Properties with a Person (y) another property manager chosen by Borrowers and/or Operating Lessee Borrower and reasonably approved by Lender (provided, that such approval may, if all or part of the Loan is being or has been included in a Securitization, be conditioned upon the occurrence of Borrower delivering a Rating Agency Confirmation as to such new property manager and management agreement) under any one or more of the following events so long as the applicable Borrower or Operating Lessee has the contractual right to do so under the related Management Agreement or the applicable Manager has consented or agreed to the terms of this Section 7.3 in the related Assignment of Management Agreementcircumstances: (ai) at any time following the occurrence of an Event of DefaultDefault and an acceleration of the Loan, (bii) if at any time the Debt Service Coverage Ratio falls below 1.05 to 1.0 (the “Manager Termination Ratio”) for any three (3) consecutive calendar quarters, calculated on a Pool 1 trailing twelve (12) month basis, as determined by Lender in its sole discretion, (c) if such Manager shall be in default under any material term or covenant set forth in its Management Agreement beyond any applicable notice and cure period, (d) if such Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding and, in the case of an involuntary bankruptcy or insolvency proceeding, such bankruptcy or insolvency proceeding is not dismissed within forty-five (45) days after the filing thereof, or (eiii) if at any time such the Manager has engaged in gross negligence, fraud fraud, willful misconduct or willful misconduct; provided misappropriation of funds unless Lender receives evidence reasonably acceptable to Lender that if the person or persons responsible for such acts or omissions have been permanently removed from working on matters related to the Property and Manager has paid to Lender requests that Borrowers cause Operating Lessee to replace the Manager of one or more or all of the Properties any losses incurred by Lender as a direct result of the occurrence of the Manager Termination Ratio such acts or omissions; provided, however, that prior to Borrower’s becoming so obligated under the preceding clause (b)ii) above, then Borrowers may engage an independent third party consultantBorrower shall have ten (10) Business Days, at their sole cost from and expense, to review after the performance date of the Manager or Managers to be replaced and Borrowers shall only be required to so replace said existing Manager or Managers ifsuch request, within thirty (30) days after Lender’s requestwhich to provide evidence reasonably satisfactory to Lender that Manager is no longer insolvent or such proceeding has been dismissed, said independent third party consultant also concludes that said existing Manager or Managers should be replacedas applicable, in which case Borrower shall not become so obligated.

Replacement of Manager. Lender shall have the right to require Borrowers to cause Operating Lessee Borrower to replace the Manager of one or more or all of the Properties with a Person chosen by Borrowers and/or Operating Lessee Borrower and approved by Lender Lender, which approval shall not be unreasonably withheld, upon the occurrence of any one or more of the following events so long as the applicable Borrower or Operating Lessee has the contractual right to do so under the related Management Agreement or the applicable Manager has consented or agreed to the terms of this Section 7.3 in the related Assignment of Management Agreementevents: (a) at any time following the occurrence occurrence, and during the continuance, of an Event of Default, (b) if at any time the Debt Service Coverage Ratio falls below 1.05 to 1.0 1.00 (the “Manager Termination Ratio”) ), for any three two (32) consecutive calendar quarters, calculated on a Pool 1 trailing twelve (12) month basis, as determined by Lender in its sole discretion, (c) if such Manager shall be in default under any material term or covenant set forth in its the Management Agreement beyond any applicable notice and cure period, (d) at any time following the occurrence of an “Event of Default” as defined in the Management Agreement, (e) if such Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding and, in the case of an involuntary bankruptcy or insolvency proceeding, such bankruptcy or insolvency proceeding is not dismissed within forty-five (45) days after the filing thereofBankruptcy Action, or (ef) if at any time such Manager has engaged in gross negligence, fraud or willful misconduct; provided that . Lender’s approval of a new manager under this Section 7.3 may be conditioned upon (i) Borrower delivering a Rating Agency Confirmation, if and to the extent applicable, as to such manager and management agreement and (ii) if such manager is an Affiliate of Borrower, a new Insolvency Opinion from counsel, and in form and substance, reasonably acceptable to Lender and acceptable to the Rating Agencies in their sole discretion. Notwithstanding the foregoing, if Lender requests that Borrowers cause Operating Lessee exercises its right to require Borrower to replace Manager with a Person chosen by Borrower and approved by Lender, it will be reasonable for Lender to withhold its approval to a replacement manager if the Manager of one proposed replacement manager is Sun Communities, Inc. or more or all of the Properties as a result of the occurrence of the Manager Termination Ratio under the preceding clause (b), then Borrowers may engage an independent third party consultant, at their sole cost and expense, to review the performance of the Manager or Managers to be replaced and Borrowers shall only be required to so replace said existing Manager or Managers if, within thirty (30) days after Lender’s request, said independent third party consultant also concludes that said existing Manager or Managers should be replacedAffiliate thereof.

Replacement of Manager. Lender shall have the right to require Borrowers to cause Operating Lessee Borrower to replace the Manager of one with (x) an Unaffiliated Qualified Manager (or more or all another Affiliate of the Properties with a Person Interstate Parties, VRLP or VRT in the case of clause (ii) below) selected by Borrower or (y) another property manager chosen by Borrowers and/or Operating Lessee Borrower and reasonably approved by Lender ▇▇▇▇▇▇ (provided, that, such approval may, if all or part of the Loan is being or has been included in a Securitization, be conditioned upon the occurrence of Borrower delivering a Rating Agency Confirmation as to such new property manager and management agreement) under any one or more of the following events so long as the applicable Borrower or Operating Lessee has the contractual right to do so under the related Management Agreement or the applicable Manager has consented or agreed to the terms of this Section 7.3 in the related Assignment of Management Agreementcircumstances: (ai) at any time following the occurrence of an Event of DefaultDefault and an acceleration of the Loan, (bii) if at any time the Debt Service Coverage Ratio falls below 1.05 to 1.0 (the “Manager Termination Ratio”) for any three (3) consecutive calendar quarters, calculated on a Pool 1 trailing twelve (12) month basis, as determined by Lender in its sole discretion, (c) if such Manager shall be in default under any material term or covenant set forth in its Management Agreement beyond any applicable notice and cure period, (d) if such Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding; provided, however, Borrower shall have ten (10) Business Days, from and after the date of such request, within which to provide evidence reasonably satisfactory to Lender that Manager is no longer insolvent or such proceeding andhas been dismissed, as applicable, in the which case of an involuntary bankruptcy or insolvency proceedingBorrower shall not become so obligated, such bankruptcy or insolvency proceeding is not dismissed within forty-five (45) days after the filing thereof, or (eiii) if at any time such the Manager has engaged in gross negligence, fraud fraud, willful misconduct or willful misconduct; provided misappropriation of funds, unless Lender receives evidence reasonably acceptable to Lender that if the person or persons responsible for such acts or omissions have been permanently removed from working on matters related to the Property and Manager has paid to Lender requests that Borrowers cause Operating Lessee to replace the Manager of one or more or all of the Properties any out-of-pocket losses actually incurred by ▇▇▇▇▇▇ as a direct result of the occurrence of the such acts or omissions; or (iv) if Manager Termination Ratio shall be in default in any material respect under the preceding clause (b), then Borrowers may engage an independent third party consultant, at their sole cost Management Agreement beyond any applicable notice and expense, to review the performance of the Manager or Managers to be replaced and Borrowers shall only be required to so replace said existing Manager or Managers if, within thirty (30) days after Lender’s request, said independent third party consultant also concludes that said existing Manager or Managers should be replacedcure period.