Consent Required for Certain Actions. Without at least thirty (30) days prior written Notice to Landlord in the case of subsections (1), (2), (5), and (6) below, and without at least fifteen (15) days prior written Notice in the case of subsections (3) and (4) below, Tenant shall not take any of the following actions: (1) terminate the Management Agreement prior to the expiration of the term thereof; (2) amend, modify or assign its interest in (except in connection with an assignment permitted pursuant to Section 16.1 hereof) the Management Agreement; (3) waive (or fail to enforce) any right of "Owner" under the Management Agreement; (4) waive any breach or default by Manager under the Management Agreement (or fail to enforce any right of "Owner" in connection therewith); (5) agree to any change in Manager or consent to any assignment by Manager; or (6) take any other action which reasonably could be expected to materially adversely affect Landlord's rights or obligations under the Management Agreement for periods following termination of this Lease (whether upon the expiration of its term or upon earlier termination as provided for herein). Notwithstanding the foregoing, Tenant shall not take any of the actions listed in clauses (1) through (6) above without Landlord's prior written consent if such action: (A) would materially impair the ability of Tenant to perform Tenant's obligations under this Lease (including, without limitation, make all payments of Rent as and when due under this Lease) (determined taking into account the guarantee attached hereto as Exhibit F (the "GUARANTEE") of CCC and OpCo (together, the "GUARANTORS") of Tenant's payment and performance of all of its obligations under this Lease); (B) would cause Tenant not to comply with the obligations of Tenant set forth in Section 4.1; (C) would materially adversely affect the economic value of the Leased Property to Landlord following the termination of this Lease (whether upon the expiration of the Term or upon earlier termination as provided for herein); or (D) would materially increase the legal exposure of Landlord to Manager under the Management Agreement during the Term, either by reason of Landlord's continuing liability to Manager pursuant to the Consent and Assignment (determined taking into account the Guarantee), or with respect to the Retained Obligations or the Continuing Obligations.
Appears in 2 contracts
Samples: Lease Agreement (Crestline Capital Corp), Lease Agreement (HMC Merger Corp)
Consent Required for Certain Actions. Without at least thirty (30) days prior written Notice to Landlord in the case of subsections (1), (2), (5), and (6) below, and without at least fifteen (15) days prior written Notice in the case of subsections (3) and (4) below, Tenant shall not take any of the following actions:
(1) terminate the Management Agreement prior to the expiration of the term thereof;
(2) amend, modify or assign its interest in (except in connection with an assignment permitted pursuant to Section 16.1 hereof) the Management Agreement;
(3) waive (or fail to enforce) any right of "Owner" under the Management Agreement;
(4) waive any breach or default by Manager under the Management Agreement (or fail to enforce any right of "Owner" in connection therewith);
(5) agree to any change in Manager or consent to any assignment by Manager; or
(6) take any other action which reasonably could be expected to materially adversely affect Landlord's rights or obligations under the Management Agreement for periods following termination of this Lease (whether upon the expiration of its term or upon earlier termination as provided for herein). Notwithstanding the foregoing, Tenant shall not take any of the actions listed in clauses (1) through (6) above without Landlord's prior written consent if such action:
(A) would materially impair the ability of Tenant to perform Tenant's obligations under this Lease (including, without limitation, make all payments of Rent as and when due under this Lease) (determined taking into account the guarantee attached hereto as Exhibit F (the "GUARANTEE") of CCC and OpCo (together, the "GUARANTORS") of Tenant's payment and performance of all of its obligations under this Lease);
(B) would cause Tenant not to comply with the obligations of Tenant set forth in Section 4.1;
(C) would materially adversely affect the economic value of the Leased Property to Landlord following the termination of this Lease Landlord;
(whether upon the expiration of the Term D) would waive, modify, eliminate or upon earlier termination as provided for herein)fail to enforce any territoriality or similar restriction or limitation; or
(DE) would materially increase the legal exposure of Landlord to Manager under the Management Agreement during the Term, either by reason of Landlord's continuing liability to Manager pursuant to the Consent and Assignment (determined taking into account the Guarantee)Assignment, or with respect to the Retained Obligations or the Continuing Obligations.
Appears in 2 contracts
Samples: Lease Agreement (Host Marriott L P), Lease Agreement (Host Marriott Corp/)
Consent Required for Certain Actions. Without at least thirty (30) days prior written Notice to Landlord in the case of subsections (1), (2), (5), and (6) below, and without at least fifteen (15) days prior written Notice in the case of subsections (3) and (4) below, Tenant shall not take any of the following actions:
(1) terminate the Management Agreement prior to the expiration of the term thereof;
(2) amend, modify or assign its interest in (except in connection with an assignment permitted pursuant to Section 16.1 hereof) the Management Agreement;
(3) waive (or fail to enforce) any right of "Owner" under the Management Agreement;
(4) waive any breach or default by Manager under the Management Agreement (or fail to enforce any right of "Owner" in connection therewith);
(5) agree to any change in Manager or consent to any assignment by Manager; or
(6) take any other action which reasonably could be expected to materially adversely affect Landlord's rights or obligations under the Management Agreement for periods following termination of this Lease (whether upon the expiration of its term or upon earlier termination as provided for herein). Notwithstanding the foregoing, Tenant shall not take any of the actions listed in clauses (1) through (6) above without Landlord's prior written consent if such action:
(A) would materially impair the ability of Tenant to perform Tenant's obligations under this Lease (including, without limitation, make all payments of Rent as and when due under this Lease) (determined taking into account the guarantee attached hereto as Exhibit F (the "GUARANTEEGuarantee") of CCC and OpCo (together, the "GUARANTORSGuarantors") of Tenant's payment and performance of all of its obligations under this Lease);
(B) would cause Tenant not to comply with the obligations of Tenant set forth in Section 4.1;
(C) would materially adversely affect the economic value of the Leased Property to Landlord following the termination of this Lease (whether upon the expiration of the Term or upon earlier termination as provided for herein); or
(D) would materially increase the legal exposure of Landlord to Manager under the Management Agreement during the Term, either by reason of Landlord's continuing liability to Manager pursuant to the Consent and Assignment (determined taking into account the Guarantee), or with respect to the Retained Obligations or the Continuing Obligations.
Appears in 1 contract
Samples: Lease Agreement (HMC Merger Corp)