Major Agreements. The Parties to this Agreement recognize and acknowledge that the major agreements for the pledge under this Agreement shall include the Exclusive Service Agreement, the Exclusive Equity Option Agreement and all agreements executed by the Pledgors, the Cayman Company, the Company and the Pledgee from time to time.
Major Agreements. Borrower shall, and shall cause each other Loan Party to, duly and punctually perform and comply with any and all material representations, warranties, covenants and agreements expressed as binding upon Borrower or such other Loan Party under any Major Agreement. Without Lender's prior written consent, Borrower shall not do or knowingly permit to be done anything to impair materially the value of any of the Major Agreements; provided, Borrower may terminate a Major Agreement so long as Borrower enters into a materially comparable replacement agreement.
Major Agreements. No later than sixty (60) days prior to the expiration of any Major Agreement, Borrower Representative shall notify Agent in writing as to the likelihood the other Persons party to such Major Agreement will agree to renew such Major Agreement. No later than thirty (30) days prior to the expiration of any Major Agreement, Borrower Representative shall provide a written report to the Agent on the status of renewal negotiations and any expected changes to the Major Agreement.
Major Agreements. Unless otherwise consented to by Agent in writing (which consent will not be unreasonably withheld), all Major Agreements covering any portion of a Borrowing Base Property entered into after the date of this Agreement shall (1) be with third parties under market terms, (2) contain the provisions regarding insurance, waiver of claims, damage and destruction, condemnation, notice to mortgagee and subordination and attornment and other matters in form approved by Agent, and (3) not include self-help remedies or provide for Agent's or any subsequent mortgagee's non-disturbance of any tenant's occupancy unless the tenant and Agent have each executed a non-disturbance agreement in form satisfactory to Agent. Any termination (other than by reason of material default) or modification of any Major Agreement which does not comply with the requirements described in the preceding sentence will be subject to Agent's approval. Copies of all Major Agreements to be executed which are inconsistent with the matters addressed in clauses (1) through (3) above shall be furnished to Agent for approval no fewer than ten Business Days before the proposed execution thereof by Borrower. Any Major Agreement that has provisions which are inconsistent with clause (1) above must be approved by the Agent and Requisite Lenders. Agent and each of the Lenders will use reasonable efforts to respond within a reasonable time (but no more than ten Business Days) to a request by Borrower for approval of a Major Agreement that has provisions inconsistent with clause (1) above and Agent will use its reasonable efforts to respond within a reasonable time (but no more than ten Business Days) to a request by Borrower for approval of a Major Agreement that has provisions inconsistent with clauses (2) and (3) above. The failure by either the Agent or the Requisite Lenders to respond within said ten-day period shall be deemed to be Agent's consent and/or the Requisite Lenders' consent, as the case may be, to such modified provision.
Major Agreements. Major Agreements" shall mean this Agreement, the LLC Agreement, the Stock Purchase Agreement, the Consulting Agreement, the Facility Agreement, the New Product Agreement and the Service Agreement.
Major Agreements. BBP Leases. With respect to each ---------------------------- Borrowing Base Property, the Administrative Agent has received true, complete and correct copies of each Major Agreement. All management agreements in effect as to any Borrowing Base Properties are identified on Exhibit M. All such Major --------- Agreements are in full force and effect and have not been and will not be modified or terminated (except for modifications which comply with the requirements of clauses 3.4(b)(i) through 3.4(b)(iii) and terminations by reason ----------------- ----------- of a material default), and no default or event of default (or event or occurrence which upon with the passage of time or the giving of notice, or both, will constitute a default or event of default) exists or will exist under such Major Agreements as a result of the consummation of the transactions contemplated by the Loan Documents. The Administrative Agent has received the form BBP Lease used for each Borrowing Base Property, and the BBP Leases for each Borrowing Base Property, taken as a whole, do not and will not vary materially from the requirements of clauses 3.4(b)(i) through 3.4(b)(iii). All ----------------- ----------- commercial BBP Leases contain provisions pursuant to which the tenant thereunder agrees to attorn to a mortgagee in the event of a foreclosure, subject only to customary conditions. Except as reflected on the most current rent rolls delivered to the Administrative Agent, all BBP Leases are in full force and effect and no default or event or default (or event or occurrence which upon with the passage of time or the giving of notice, or both, will constitute a default or event of default) exists or will exist thereunder as a result of the consummation of the transactions contemplated by the Loan Documents. Except as set forth on Schedule 5.1(v), --------------- other than BBP Leases and Permitted Liens there are no Contractual Obligations relating to the maintenance, occupancy, use or operation of any of the Borrowing Base Properties which are not terminable by Borrower or a mortgagee-in- possession upon thirty (30) days or less notice.
Major Agreements. Notwithstanding any other provision of this Agreement to the contrary, Operator’s obligations with respect to any Major Agreement shall be limited to the extent that: (a) summaries of the relevant provisions, together with complete and accurate copies of the Major Agreements, have been delivered to Operator; and (b) the provisions thereof and/or compliance with such provisions by Operator (i) are applicable to the day-to-day operation, maintenance and non-capital repair and replacement of the Hotel or any portion thereof, (ii) do not require contribution of capital by Operator or payments of Operator’s own funds, (iii) do not materially increase Operator’s obligations hereunder or materially decrease Operator’s rights hereunder, (iv) do not limit or purport to limit any corporate activity or transaction with respect to Operator or its Affiliates other than at the site of the Hotel, (v) are within the reasonable control of Operator by reason of its management and operation of the Hotel pursuant to this Agreement, and (vi) are otherwise within the scope of Operator’s duties under this Agreement. Owner acknowledges and agrees, without limiting the foregoing, that any failure of Operator or the Hotel, to comply with the provisions of any Major Agreement arising out of (A) the condition of the Hotel, and/or the failure of the Hotel to comply with the provisions of such Major Agreement prior to Operator’s assuming the day-to-day management thereof, (B) construction activities at the Hotel, (C) inherent limitations in the design and/or construction of, location of and/or parking at the Hotel, (D) written instructions from Owner to operate the Hotel in a manner inconsistent with the Major Agreements, and/or (E) Owner’s failure to approve any matter necessary or appropriate to achieve compliance with any Major Agreement, shall not be deemed a breach by Operator of its obligations under this Agreement. Operator shall be entitled to rely upon the summaries of the Major Agreements provided by Owner.
Major Agreements. Certified copies of the Major Agreements, the expiration dates of which shall be satisfactory to Agent.
Major Agreements. Neither Borrower nor any Guarantor Subsidiary shall (a) amend any Eligible Ground Lease in a manner which causes such Eligible Ground Lease to cease to qualify as an Eligible Ground Lease pursuant to the terms of this Agreement or (b) amend any Grandfathered Ground Lease without the prior consent of Requisite Lenders, which consent shall not be unreasonably withheld. Neither Borrower nor any Subsidiary shall terminate any other Major Agreement except upon ten (10) Business Days' prior written notice to Agent. Borrower shall, promptly upon entering into any modification of a Major Agreement, provide Agent with a copy of such modification.
Major Agreements. Without limitation of any other provisions of this Article 5, (a) to the best of Borrower’s knowledge, there is currently no default by any party (nor any event that after the giving of notice or the passage of time (or both) would constitute a default) under any of the Major Agreements and (b) except for the Other Related Documents heretofore furnished by Borrower to Administrative Agent and the leases identified in Schedule 5.11, neither Borrower nor any Operating Lessee is party to, nor is any Property subject to or bound by, (i) any lease or sublease of more than 500 rentable square feet, (ii) any license or franchise agreement or management agreement or (iii) any other contract or agreement that is material to the ownership or operation of such Property.
