Replacement Management Agreement means, collectively, (a) either (i) a management agreement with a Qualified Manager substantially in the same form and substance as the Management Agreement, or (ii) a management agreement with a Qualified Manager, which management agreement shall be reasonably acceptable to Lender in form and substance, provided, with respect to this subclause (ii), Lender, at its option, may require that Borrower shall have obtained prior written confirmation from the applicable Rating Agencies that such management agreement will not cause a downgrade, withdrawal or qualification of the then current rating of the Securities or any class thereof and (b) an assignment of management agreement and subordination of management fees substantially in the form then used by Lender (or of such other form and substance reasonably acceptable to Lender), executed and delivered to Lender by Borrower and such Qualified Manager at Borrower’s expense.

Replacement Agreement shall have the meaning set forth in Paragraph 2(b) hereof.

Upon receipt of the Replacement MOU Agreement, the Owner shall request that the Assignee obtain the approval of such Replacement MOU Agreement by the Majority Holders in accordance with Section 4 of the Collateral Indenture. On or prior to the date that is 90 days after the date of this Agreement, Agent shall deliver to the Owner and the Assignee, a fully executed and complete copy of the Replacement MOU Agreement, which Replacement MOU Agreement shall be reasonably satisfactory to the Owner and the Assignee in form and substance.Īgent shall deliver to Owner and Assignee on or prior to the date that is ninety (90) days from the date of this Agreement, a fully executed and complete copy of the Replacement MOU Agreement, in form and substance reasonably satisfactory to Owner and Assignee. Examples of Replacement MOU Agreement in a sentenceĪgent shall deliver to counsel for Owner and counsel for the Note Purchasers (as defined in the Collateral Indenture) a proposed form of Replacement MOU Agreement on or prior to the date that is 45 days after the date of this Agreement, which proposed form shall be reviewed and commented upon by such counsel.

Mou agreement meaning