Common use of Manager Clause in Contracts

Manager. (a) Borrower represents, warrants and covenants on behalf of itself and Operating Lessee that the Property shall at all times be managed by an Acceptable Manager pursuant to an Acceptable Management Agreement. (b) Notwithstanding any provision to the contrary contained herein or in the other Loan Documents, except as provided in this Section 5.2.14 or in connection with a release made in accordance with Section 2.3.4, Borrower may not amend, modify, supplement, alter or waive any right under the Management Agreement (or permit any such action) without the receipt of a Rating Agency Confirmation. Without the receipt of a Rating Agency Confirmation, Borrower shall be permitted to make any nonmaterial modification, change, supplement, alteration or amendment to the Management Agreement and to waive any nonmaterial rights thereunder, provided that no such modification, change, supplement, alteration, amendment or waiver shall affect the cash management procedures set forth in the Management Agreement or the Loan Documents, decrease the cash flow of the Property, adversely affect the marketability of the Property, change the definitions of “default” or “event of default,” change the definitions of “operating expense” or words of similar meaning to add additional items to such definitions, change any definitions or provisions so as to reduce the payments due the Borrower thereunder, change the timing of remittances to the Borrower thereunder, increase or decrease reserve requirements, change the term of the Management Agreement or increase any Management Fees payable under the Management Agreement. (c) Borrower may enter into a new Management Agreement with an Acceptable Manager upon receipt of a Rating Agency Confirmation with respect to the Management Agreement and delivery of an acceptable Non-Consolidation Opinion covering such replacement manager if such Person (i) is not covered by the Non-Consolidation Opinion or an Additional Non-Consolidation Opinion, and (ii) is an Affiliate of Borrower. (d) Notwithstanding anything contained herein (i) approvals will not be required to enter into management agreements for Retail/Service Facilities that are not expected to have a Material Adverse Effect, and (ii) amendments to the Management Agreement relating to the Retail/Service Facilities will be deemed to be nonmaterial modifications permitted by Section 5.2.14(b) provided they are not expected to have a Material Adverse Effect.

Manager. (a) Borrower represents, warrants and covenants on behalf of itself and Operating Lessee that the Property shall at all times be managed by an Acceptable Manager pursuant to an Acceptable Management Agreement. (b) Notwithstanding any provision to the contrary contained herein or in the other Loan Documents, except as provided in this Section 5.2.14 or in connection with a release made in accordance with Section 2.3.4, Borrower may not amend, modify, supplement, alter or waive any right under the Management Agreement (or permit any such action) without the receipt of a Rating Agency Confirmation. Without the receipt of a Rating Agency Confirmation, Borrower shall be permitted to waive any termination right by Borrower or Operating Lessee or make any nonmaterial modification, change, supplement, alteration or amendment to the Management Agreement and to waive any nonmaterial rights thereunder, provided that no such nonmaterial modification, change, supplement, alteration, amendment or waiver shall affect the cash management procedures set forth in the Management Agreement or the Loan Documents, decrease the cash flow of the Property, adversely affect the marketability of the Property, change the definitions of “default” or “event of default,” change the definitions of “operating expense” or words of similar meaning to add additional items to such definitions, change any definitions or provisions so as to reduce the payments due the Borrower thereunder, change the timing of remittances to the Borrower thereunder, increase or decrease reserve requirements, change the term of the Management Agreement (other than by waiving termination rights) or increase any Management Fees payable under the Management Agreement. (c) Borrower may enter into a new Management Agreement with an Acceptable Manager upon receipt of a Rating Agency Confirmation with respect to the Management Agreement and delivery of an acceptable Non-Consolidation Opinion covering such replacement manager if such Person (i) is not covered by the Non-Consolidation Opinion or an Additional Non-Consolidation Opinion, and (ii) is an Affiliate of Borrower. (d) Notwithstanding anything contained herein (i) approvals will not be required to enter into management agreements for Retail/Service Facilities that are not expected to have a Material Adverse Effect, and (ii) amendments to the Management Agreement relating to the Retail/Service Facilities will be deemed to be nonmaterial modifications permitted by Section 5.2.14(b) provided they are not expected to have a Material Adverse Effect. (e) If any amendment, modification, change, supplement, alteration or waiver in connection with the Management Agreement is otherwise permitted by the terms of subparagraph (b) above, the Lender shall be deemed to have consented to such amendment, modification, change, supplement, alteration or waiver for purposes of any requirement under the Manager Subordination Agreements.

Manager. (a) Borrower represents, warrants and covenants on behalf of itself itself, Prime Lessee and Operating Lessee that the Property shall at all times be managed by an Acceptable Manager pursuant to an Acceptable Management Agreement. (b) Notwithstanding any provision to the contrary contained herein or in the other Loan Documents, except as provided in this Section 5.2.14 or in connection with a release made in accordance with Section 2.3.4, Borrower may not amend, modify, supplement, alter or waive any right under the Management Agreement (or permit any such action) without the receipt of a Rating Agency Confirmation. Without the receipt of a Rating Agency Confirmation, Borrower shall be permitted to make any nonmaterial modification, change, supplement, alteration or amendment to the Management Agreement and to waive any nonmaterial rights thereunder, provided that no such modification, change, supplement, alteration, amendment or waiver shall affect the cash management procedures set forth in the Management Agreement or the Loan Documents, decrease the cash flow of the Property, adversely affect the marketability of the Property, change the definitions of “default” or “event of default,” change the definitions of “operating expense” or words of similar meaning to add additional items to such definitions, change any definitions or provisions so as to reduce the payments due the Borrower thereunder, change the timing of remittances to the Borrower thereunder, increase or decrease reserve requirements, change the term of the Management Agreement or increase any Management Fees payable under the Management Agreement. (c) Borrower may enter into a new Management Agreement with an Acceptable Manager upon receipt of a Rating Agency Confirmation with respect to the Management Agreement and delivery of an acceptable Non-Consolidation Opinion covering such replacement manager if such Person (i) is not covered by the Non-Consolidation Opinion or an Additional Non-Consolidation Opinion, and (ii) is an Affiliate of Borrower. (d) Notwithstanding anything contained herein (i) approvals will not be required to enter into management agreements for Retail/Service Facilities that are not expected to have a Material Adverse Effect, and (ii) amendments to the Management Agreement relating to the Retail/Service Facilities will be deemed to be nonmaterial modifications permitted by Section 5.2.14(b) provided they are not expected to have a Material Adverse Effect.

Manager. (a) Borrower represents, warrants and covenants on behalf of itself and Operating Lessee that the Property shall at all times be managed by an Acceptable Manager pursuant to an Acceptable Management Agreement. (b) Notwithstanding any provision to the contrary contained herein or in the other Loan Documents, except as provided in this Section 5.2.14 or in connection with a release made in accordance with Section 2.3.4, Borrower may not amend, modify, supplement, alter or waive any right under the Management Agreement (or permit any such action) without the receipt of a Rating Agency Confirmation. Without the receipt of a Rating Agency Confirmation, Borrower shall be permitted to waive any termination right by Borrower or Operating Lessee or make any nonmaterial modification, change, supplement, alteration or amendment to the Management Agreement and to waive any nonmaterial rights thereunder, provided that no such nonmaterial modification, change, supplement, alteration, amendment or waiver shall affect the cash management procedures set forth in the Management Agreement or the Loan Documents, decrease the cash flow of the Property, adversely affect the marketability of the Property, change the definitions of “default” or “event of default,” change the definitions of “operating expense” or words of similar meaning to add additional items to such definitions, change any definitions or provisions so as to reduce the payments due the Borrower thereunder, change the timing of remittances to the Borrower thereunder, increase or decrease reserve requirements, change the term of the Management Agreement (other than by waiving termination rights) or increase any Management Fees payable under the Management Agreement. (c) Borrower may enter into a new Management Agreement with an Acceptable Manager upon receipt of a Rating Agency Confirmation with respect to the Management Agreement and delivery of an acceptable Non-Consolidation Opinion covering such replacement manager if such Person (i) is not covered by the Non-Consolidation Opinion or an Additional Non-Consolidation Opinion, and (ii) is an Affiliate of Borrower. (d) Notwithstanding anything contained herein (i) approvals will not be required to enter into management agreements for Retail/Service Facilities that are not expected to have a Material Adverse Effect, and (ii) amendments to the Management Agreement relating to the Retail/Service Facilities will be deemed to be nonmaterial modifications permitted by Section 5.2.14(b) provided they are not expected to have a Material Adverse Effect, and provided, in respect of both subparagraphs (i) and (ii), the income from the relevant retail/service Lease does not exceed one percent (1%) of the Hotel Revenue. (e) If any amendment, modification, change, supplement, alteration or waiver in connection with the Management Agreement is otherwise permitted by the terms of subparagraph (b) above, the Lender shall be deemed to have consented to such amendment, modification, change, supplement, alteration or waiver for purposes of any requirement under the Manager Subordination Agreements.

Manager. (aA) Borrower represents, warrants and covenants on behalf of itself and Operating Lessee that the Property shall at all times be managed by an Acceptable Manager pursuant to an Acceptable Management Agreement. (bB) Notwithstanding any provision to the contrary contained herein or in the other Loan Documents, except as provided in this Section 5.2.14 or in connection with a release made in accordance with Section 2.3.42.3.6, Borrower may shall not amend, modify, supplement, alter Modify or waive any right under the Management Agreement (or permit any such action) without the receipt prior written consent of a Rating Agency ConfirmationAdministrative Agent in its sole discretion, except as provided in the next sentence. Without the receipt of a Rating Agency ConfirmationAdministrative Agent shall not unreasonably withhold, Borrower shall be permitted delay or condition its consent to make any nonmaterial modification, change, supplement, alteration or amendment non-material Modifications to the Management Agreement (and its review shall be solely limited to waive any nonmaterial rights thereunder, determine whether such Modification is material) provided that no such modification, change, supplement, alteration, amendment or waiver Modification shall not affect the cash management procedures set forth in the Management Agreement or the Loan DocumentsAgreement, decrease the cash flow of the Property, adversely affect the marketability of the Property, change the definitions of “default” or “event of default,” change the definitions of “operating expense” or words of similar meaning to add additional items to such definitionsmeaning, change any the definitions of “owner's distribution” or provisions “owner's equity” or “debt service amount” or words of similar meaning so as to reduce the payments due the Borrower or Operating Lessee thereunder, change the timing of remittances to the Borrower or Operating Lessee thereunder, increase or decrease reserve requirements, change the term of the Management Agreement or increase any Management Fees management fees payable under the Management Agreement. (cC) Borrower may enter into a new Management Agreement with an Acceptable Manager upon receipt of a Rating Agency Confirmation with respect to the Management Agreement and delivery of an acceptable Non-Consolidation Opinion covering such replacement manager if such Person (i) is not covered by the Non-Consolidation Opinion or an Additional Non-Consolidation Opinion, and (ii) is an Affiliate of Borrower. (dD) Notwithstanding anything contained herein (i) approvals will not be required Borrower hereby agrees that, subject to enter into management agreements for Retail/Service Facilities that are not expected to have a Material Adverse Effect, and (ii) amendments to the terms of the Management Agreement relating and any non-disturbance provisions of the Assignment of Management Agreement, during the occurrence and continuance of an Event of Default under the Loan Documents, Administrative Agent shall have the right to terminate the Manager subsequent to an Event of Default on the part of Manager under the Management Agreement to the Retail/Service Facilities will be deemed to be nonmaterial modifications extent termination is permitted by Section 5.2.14(b) provided they are not expected to have a Material Adverse Effectthereunder.

Manager. (aA) Borrower represents, warrants and covenants on behalf of itself and Operating Lessee that the Property shall at all times be managed by an Acceptable Manager pursuant to an Acceptable Management Agreement. As of the date hereof, Manager is the sole manager of the Property. (bB) Notwithstanding any provision to the contrary contained herein or in the other Loan Documents, except as provided in this Section 5.2.14 or in connection with a release made in accordance with Section 2.3.4, Borrower may shall not amend, modify, supplement, alter Modify or waive any right under the Management Agreement (or permit any such action) without the receipt prior written consent of a Rating Agency ConfirmationAdministrative Agent in its sole discretion, except as provided in the next sentence. Without the receipt of a Rating Agency ConfirmationAdministrative Agent shall not unreasonably withhold, Borrower shall be permitted delay or condition its consent to make any nonmaterial modification, change, supplement, alteration or amendment non-material Modifications to the Management Agreement (and its review shall be solely limited to waive any nonmaterial rights thereunder, determine whether such Modification is material) provided that no such modification, change, supplement, alteration, amendment or waiver Modification shall not affect the cash management procedures set forth in the Management Agreement or the Loan DocumentsAgreement, decrease the cash flow of the Property, adversely affect the marketability of the Property, change the definitions of “default” or “event of default,” change the definitions of “operating expense” or words of similar meaning to add additional items to such definitionsmeaning, change any the definitions of “owner’s distribution” or provisions “owner’s equity” or “debt service amount” or words of similar meaning so as to reduce the payments due the Borrower thereunder, change the timing of remittances to the Borrower thereunder, increase or decrease reserve requirements, change the term of the Management Agreement or increase any Management Fees management fees payable under the Management Agreement. (cC) Borrower may enter into a new Management Agreement with an Acceptable Manager upon receipt of a Rating Agency Confirmation with respect to the Management Agreement and delivery of an acceptable Non-Consolidation Opinion covering such replacement manager if such Person (i) is not covered by the Non-Consolidation Opinion or an Additional Non-Consolidation Opinion, and (ii) is an Affiliate of Borrower. (dD) Notwithstanding anything contained herein Borrower hereby agrees that, subject to the terms of the Management Agreement and any non-disturbance provisions of the Assignment of Management Agreement, Administrative Agent shall have the right to terminate the Manager subsequent to (i) approvals will not be required to enter into management agreements for Retail/Service Facilities that are not expected to have a Material Adverse Effectthe occurrence of an Event of Default and the acceleration of the Loan, and (ii) amendments to a monetary default or any other material default by Manager under the Management Agreement relating to the Retail/Service Facilities will be deemed to be nonmaterial modifications permitted by Section 5.2.14(bbeyond any applicable notice and cure period, (iii) provided they are not expected to have Manager becoming insolvent or a Material Adverse Effectdebtor in any bankruptcy or insolvency proceeding, or (iv) Manager engaging in gross negligence, fraud, willful misconduct or misappropriation of funds.

Manager. (a) Borrower represents, warrants and covenants on behalf of itself and Operating Lessee that the Property shall at all times be managed by an Acceptable Manager pursuant to an Acceptable Management Agreement. (b) Notwithstanding any provision to the contrary contained herein or in the other Loan Documents, except Except as provided in this Section 5.2.14 5.2.14, Mezzanine Borrower shall not, without the prior written consent of Mezzanine Lender, which consent shall not be unreasonably withheld or in connection with a release made in accordance with Section 2.3.4delayed, permit Mortgage Borrower may not to: amend, modify, supplement, alter or waive any material right under the Management Agreement (or permit any such action) without the receipt of a Rating Agency ConfirmationMezzanine Lender's prior written consent, not to be unreasonably withheld. Without the receipt of a Rating Agency ConfirmationMezzanine Lender's prior written consent, Mezzanine Borrower shall be permitted may permit Mortgage Borrower to make any nonmaterial modification, change, supplement, alteration or amendment to the Management Agreement and to waive any nonmaterial rights thereunder, provided that no such modification, change, supplement, alteration, amendment or waiver shall adversely affect the cash management procedures set forth in the Management Agreement or the Loan DocumentsDocuments (Mortgage) or Loan Documents (Fourth Mezzanine), decrease the cash flow of the Property, adversely affect the marketability of the PropertyProperty or the Collateral, adversely change the definitions of “"default” " or “"event of default,” " adversely change the definitions of “"operating expense” " or words of similar meaning to add additional items to such definitions, change any definitions or provisions so as to reduce the payments due the Mortgage Borrower thereunder, adversely change the timing of remittances to the Mortgage Borrower thereunder, increase or decrease reserve requirements, change the term of the Management Agreement or increase any Management Fees payable under the Management Agreement. (cb) Mezzanine Borrower may permit Mortgage Borrower to enter into a new Management Agreement with an Acceptable Manager upon receipt of a Rating Agency Confirmation (or, if such manager is a Pre-Approved Manager, upon receipt of Mezzanine Lender's prior written consent) with respect to the Property Management Agreement and delivery of an acceptable Non-Consolidation Opinion covering such replacement manager Manager if such Person (i) is not covered by the Non-Consolidation Opinion or an Additional Non-Consolidation Opinion, and (ii) is an Affiliate of Mortgage Borrower. (d) Notwithstanding anything contained herein (i) approvals will not be required to enter into management agreements for Retail/Service Facilities that are not expected to have a Material Adverse Effect, and (ii) amendments to the Management Agreement relating to the Retail/Service Facilities will be deemed to be nonmaterial modifications permitted by Section 5.2.14(b) provided they are not expected to have a Material Adverse Effect.

Manager. (a) Borrower represents, warrants and covenants on behalf of itself and Operating Lessee that the Property shall at all times be managed by an Acceptable Manager pursuant to an Acceptable Management Agreement. (b) Notwithstanding any provision to the contrary contained herein or in the other Loan Documents, except Except as provided in this Section 5.2.14 5.2.14, Mezzanine Borrower shall not, without the prior written consent of Mezzanine Lender, which consent shall not be unreasonably withheld or in connection with a release made in accordance with Section 2.3.4delayed, permit Mortgage Borrower may not to: amend, modify, supplement, alter or waive any material right under the Management Agreement (or permit any such action) without the receipt of a Rating Agency ConfirmationMezzanine Lender's prior written consent, not to be unreasonably withheld. Without the receipt of a Rating Agency ConfirmationMezzanine Lender's prior written consent, Mezzanine Borrower shall be permitted may permit Mortgage Borrower to make any nonmaterial modification, change, supplement, alteration or amendment to the Management Agreement and to waive any nonmaterial rights thereunder, provided that no such modification, change, supplement, alteration, amendment or waiver shall adversely affect the cash management procedures set forth in the Management Agreement or the Loan DocumentsDocuments (Mortgage) or Loan Documents (Second Mezzanine), decrease the cash flow of the Property, adversely affect the marketability of the PropertyProperty or the Collateral, adversely change the definitions of “"default” " or “"event of default,” " adversely change the definitions of “"operating expense” " or words of similar meaning to add additional items to such definitions, change any definitions or provisions so as to reduce the payments due the Mortgage Borrower thereunder, adversely change the timing of remittances to the Mortgage Borrower thereunder, increase or decrease reserve requirements, change the term of the Management Agreement or increase any Management Fees payable under the Management Agreement. (cb) Mezzanine Borrower may permit Mortgage Borrower to enter into a new Management Agreement with an Acceptable Manager upon receipt of a Rating Agency Confirmation (or, if such manager is a Pre-Approved Manager, upon receipt of Mezzanine Lender's prior written consent) with respect to the Property Management Agreement and delivery of an acceptable Non-Consolidation Opinion covering such replacement manager Manager if such Person (i) is not covered by the Non-Consolidation Opinion or an Additional Non-Consolidation Opinion, and (ii) is an Affiliate of Mortgage Borrower. (d) Notwithstanding anything contained herein (i) approvals will not be required to enter into management agreements for Retail/Service Facilities that are not expected to have a Material Adverse Effect, and (ii) amendments to the Management Agreement relating to the Retail/Service Facilities will be deemed to be nonmaterial modifications permitted by Section 5.2.14(b) provided they are not expected to have a Material Adverse Effect.

Manager. (a) Borrower represents, warrants and covenants on behalf of itself and Operating Lessee that the Property shall at all times be managed by an Acceptable Manager pursuant to an Acceptable Management Agreement. (b) Notwithstanding any provision to the contrary contained herein or in the other Loan Documents, except as provided in this Section 5.2.14 or in connection with a release made in accordance with Section 2.3.45.2.14, Borrower may not amend, modify, supplement, alter or waive any right under the Management Agreement (or permit any such action) without the receipt of a Rating Agency Confirmation. Without the receipt of a Rating Agency Confirmation, Borrower shall be permitted to make any nonmaterial modification, change, supplement, alteration or amendment to the Management Agreement and to waive any nonmaterial rights thereunder, provided that no such modification, change, supplement, alteration, amendment or waiver shall affect the cash management procedures set forth in the Management Agreement or the Loan Documents, decrease the cash flow of the Property, adversely affect the marketability of the Property, change the definitions of “"default” " or “"event of default,” " change the definitions of “"operating expense” " or words of similar meaning to add additional items to such definitions, change any definitions or provisions so as to reduce the payments due the Borrower thereunder, change the timing of remittances to the Borrower thereunder, increase or decrease reserve requirements, change the term of the Management Agreement or increase any Management Fees payable under the Management Agreement; provided, however, the Group Services Fee may include amounts in addition to the existing Sales and Marketing Group Services Expense if and to the extent such amounts are attributable to services that would otherwise constitute an Operating Expense or fee and such services qualify under the provisions of the Management Agreement. (c) Borrower may enter into a new Management Agreement with an Acceptable Manager upon receipt of a Rating Agency Confirmation (or, if such manager is a Pre-approved Manager, upon receipt of Lender's prior written consent) with respect to the Management Agreement and delivery of an acceptable Non-Consolidation Opinion covering such replacement manager if such Person (i) is not covered by the Non-Consolidation Opinion or an Additional Non-Consolidation Opinion, and (ii) is an Affiliate of Borrower. (d) Notwithstanding anything contained herein Borrower hereby agrees that, subject to any non-disturbance provisions of the Assignment of Management Agreement, Lender shall have the right to terminate the Manager subsequent to (i) approvals will not be required to enter into management agreements for Retail/Service Facilities that are not expected to have a Material Adverse Effectan Event of Default on the part of Manager under the Management Agreement, and (ii) amendments to an acceleration of the Management Agreement relating to the Retail/Service Facilities will be deemed to be nonmaterial modifications permitted by Section 5.2.14(b) provided they are not expected to have a Material Adverse EffectLoan.

Manager. (a) Borrower represents, warrants and covenants on behalf of itself and Operating Lessee that the Property shall at all times be managed by an Acceptable Manager pursuant to an Acceptable Management Agreement. (b) Notwithstanding any provision to the contrary contained herein or in the other Loan Documents, except Except as provided in this Section 5.2.14 5.2.14, Mezzanine Borrower shall not, without the prior written consent of Mezzanine Lender, which consent shall not be unreasonably withheld or in connection with a release made in accordance with Section 2.3.4delayed, permit Mortgage Borrower may not to: amend, modify, supplement, alter or waive any right under the Management Agreement (or permit any such action) without the receipt of a Rating Agency ConfirmationMezzanine Lender's prior written consent, not to unreasonably withheld. Without the receipt of a Rating Agency ConfirmationMezzanine Lender's prior written consent, Mezzanine Borrower shall be permitted may permit Mortgage Borrower to make any nonmaterial modification, change, supplement, alteration or amendment to the Management Agreement and to waive any nonmaterial rights thereunder, provided that no such modification, change, supplement, alteration, amendment or waiver shall affect the cash management procedures set forth in the Management Agreement or the Loan DocumentsDocuments (Mortgage) or Loan Documents (Intermediate Mezzanine), decrease the cash flow of the Property, adversely affect the marketability of the PropertyProperty or the Collateral, change the definitions of “"default” " or “"event of default,” " change the definitions of “"operating expense” " or words of similar meaning to add additional items to such definitions, change any definitions or provisions so as to reduce the payments due the Mortgage Borrower thereunder, change the timing of remittances to the Mortgage Borrower thereunder, increase or decrease reserve requirements, change the term of the Management Agreement or increase any Management Fees payable under the Management Agreement.; provided, however, the Group Services Fee may include amounts in addition to the existing Sales and Marketing Group Services Expense if and to the extent such amounts are attributable to services that would otherwise constitute an Operating Expense or fee and such services qualify under the provisions of the Management Agreement; (cb) Mezzanine Borrower may permit Mortgage Borrower to enter into a new Management Agreement with an Acceptable Manager upon receipt of a Rating Agency Confirmation (or, if such manager is a Pre-approved Manager, upon receipt of Mezzanine Lender's prior written consent) with respect to the Property Management Agreement and delivery of an acceptable Non-Consolidation Opinion covering such replacement manager Manager if such Person (i) is not covered by the Non-Consolidation Opinion or an Additional Non-Consolidation Opinion, and (ii) is an Affiliate of Mortgage Borrower.; (dc) Notwithstanding anything contained herein Mezzanine Borrower hereby agrees that, subject to the provisions of the Assignment of Management Agreement (Intermediate Mezzanine), Mezzanine Lender shall have the right to terminate the Manager subsequent to (i) approvals will not be required to enter into management agreements for Retail/Service Facilities that are not expected to have a Material Adverse Effect, an Event of Default under this Agreement and (ii) amendments to an acceleration of the Management Agreement relating to the Retail/Service Facilities will be deemed to be nonmaterial modifications permitted by Section 5.2.14(b) provided they are not expected to have a Material Adverse EffectLoan.

Manager. (a) Borrower represents, warrants and covenants on behalf of itself and Operating Lessee that the Property shall at all times be managed by an Acceptable Manager pursuant to an Acceptable Management Agreement. (b) Notwithstanding any provision to the contrary contained herein or in the other Loan Documents, except Except as provided in this Section 5.2.14 5.2.14, Mezzanine Borrower shall not, without the prior written consent of Mezzanine Lender, which consent shall not be unreasonably withheld or in connection with a release made in accordance with Section 2.3.4delayed, permit Mortgage Borrower may not to: amend, modify, supplement, alter or waive any right under the Management Agreement (or permit any such action) without the receipt of a Rating Agency ConfirmationMezzanine Lender's prior written consent, not to unreasonably withheld. Without the receipt of a Rating Agency ConfirmationMezzanine Lender's prior written consent, Mezzanine Borrower shall be permitted may permit Mortgage Borrower to make any nonmaterial modification, change, supplement, alteration or amendment to the Management Agreement and to waive any nonmaterial rights thereunder, provided that no such modification, change, supplement, alteration, amendment or waiver shall affect the cash management procedures set forth in the Management Agreement or the Loan DocumentsDocuments (Mortgage) or Loan Documents (Senior Mezzanine), decrease the cash flow of the Property, adversely affect the marketability of the PropertyProperty or the Collateral, change the definitions of “"default” " or “"event of default,” " change the definitions of “"operating expense” " or words of similar meaning to add additional items to such definitions, change any definitions or provisions so as to reduce the payments due the Mortgage Borrower thereunder, change the timing of remittances to the Mortgage Borrower thereunder, increase or decrease reserve requirements, change the term of the Management Agreement or increase any Management Fees payable under the Management Agreement.; provided, however, the Group Services Fee may include amounts in addition to the existing Sales and Marketing Group Services Expense if and to the extent such amounts are attributable to services that would otherwise constitute an Operating Expense or fee and such services qualify under the provisions of the Management Agreement; (cb) Mezzanine Borrower may permit Mortgage Borrower to enter into a new Management Agreement with an Acceptable Manager upon receipt of a Rating Agency Confirmation (or, if such manager is a Pre-approved Manager, upon receipt of Mezzanine Lender's prior written consent) with respect to the Property Management Agreement and delivery of an acceptable Non-Consolidation Opinion covering such replacement manager Manager if such Person (i) is not covered by the Non-Consolidation Opinion or an Additional Non-Consolidation Opinion, and (ii) is an Affiliate of Mortgage Borrower.; (dc) Notwithstanding anything contained herein Mezzanine Borrower hereby agrees that, subject to the provisions of the Assignment of Management Agreement (Senior Mezzanine), Mezzanine Lender shall have the right to terminate the Manager subsequent to (i) approvals will not be required to enter into management agreements for Retail/Service Facilities that are not expected to have a Material Adverse Effect, an Event of Default under this Agreement and (ii) amendments to an acceleration of the Management Agreement relating to the Retail/Service Facilities will be deemed to be nonmaterial modifications permitted by Section 5.2.14(b) provided they are not expected to have a Material Adverse EffectLoan.

Manager. (aA) The Borrower represents, warrants and covenants on behalf of itself itself, each Mortgaged Property Owner and Operating Lessee Affiliate that the Mortgaged Property shall at all times be managed by an Acceptable Manager pursuant to an Acceptable Management Agreement, except to the extent provisions relating to management of the Mortgaged Property are incorporated into an Operating Lease in effect on the Closing Date or otherwise approved by Administrative Agent. (bB) Notwithstanding any provision to the contrary contained herein or in the other Loan Documents, except as provided in this Section 5.2.14 or in connection with a release made in accordance with Section 2.3.47.2(13), the Borrower may not amend, modify, supplement, alter Modify or waive any right terms under the any Management Agreement (or permit any such action) without the receipt consent of a Rating Agency Confirmationthe Administrative Agent. Without the receipt consent of a Rating Agency Confirmationthe Administrative Agent, the Borrower shall be permitted to make any nonmaterial modification, change, supplement, alteration or amendment Modification to the a Management Agreement and to waive any nonmaterial rights thereunder, provided that no such modification, change, supplement, alteration, amendment Modification or waiver shall affect the cash management procedures set forth in the Management Agreement or the Loan Documents, decrease the cash flow of the any Mortgaged Property, adversely affect the marketability of the Mortgaged Property, change the definitions of “default” or “event of default,” change the definitions of “operating expense” or words of similar meaning to add additional items to such definitions, change any definitions or provisions so as to reduce the payments due the Borrower or applicable Operating Lessee thereunder, change the timing of remittances to the Borrower or applicable Operating Lessee thereunder, increase or decrease reserve requirements, change the term of the Management Agreement or increase any Management Fees payable under the Management Agreement. (cC) In the event Borrower may enter into desires to replace a Manager, it shall promptly deliver to Administrative Agent written notice thereof, along with the form of proposed replacement Management Agreement. So long as the proposed new Management Agreement with manager is an Acceptable Manager upon receipt of a Rating Agency Confirmation with respect Manager, Administrative Agent shall not unreasonably withhold its consent to the replacement Management Agreement and delivery Agreement. (D) The Borrower hereby agrees that, subject to the provisions of an acceptable Non-Consolidation Opinion covering such replacement manager if such Person the applicable Assignment of Management Agreement, in the event that (i) any Manager is not covered by in material default of its obligations under the Non-Consolidation Opinion or an Additional Non-Consolidation Opinionapplicable Management Agreement, and (ii) is an Affiliate Acceptable Manager has agreed to replace such defaulting Manager upon its termination, the Administrative Agent shall have the right to terminate such defaulting Manager subsequent to an Event of BorrowerDefault under this Agreement and an acceleration of the Loan. (d) Notwithstanding anything contained herein (i) approvals will not be required to enter into management agreements for Retail/Service Facilities that are not expected to have a Material Adverse Effect, and (ii) amendments to the Management Agreement relating to the Retail/Service Facilities will be deemed to be nonmaterial modifications permitted by Section 5.2.14(b) provided they are not expected to have a Material Adverse Effect.

Manager. (a) Borrower represents, warrants and covenants on behalf of itself and Operating Lessee that the Property shall at all times be managed by an Acceptable Manager pursuant to an Acceptable Management Agreement. (b) Notwithstanding any provision to the contrary contained herein or in the other Loan Documents, except Except as provided in this Section 5.2.14 5.2.14, Mezzanine Borrower shall not, without the prior written consent of Mezzanine Lender, which consent shall not be unreasonably withheld or in connection with a release made in accordance with Section 2.3.4delayed, permit Mortgage Borrower may not to: amend, modify, supplement, alter or waive any right under the Management Agreement (or permit any such action) without the receipt of a Rating Agency ConfirmationMezzanine Lender's prior written consent, not to unreasonably withheld. Without the receipt of a Rating Agency ConfirmationMezzanine Lender's prior written consent, Mezzanine Borrower shall be permitted may permit Mortgage Borrower to make any nonmaterial modification, change, supplement, alteration or amendment to the Management Agreement and to waive any nonmaterial rights thereunder, provided that no such modification, change, supplement, alteration, amendment or waiver shall affect the cash management procedures set forth in the Management Agreement or the Loan DocumentsDocuments (Mortgage) or Loan Documents (Junior Mezzanine), decrease the cash flow of the Property, adversely affect the marketability of the PropertyProperty or the Collateral, change the definitions of “"default” " or “"event of default,” " change the definitions of “"operating expense” " or words of similar meaning to add additional items to such definitions, change any definitions or provisions so as to reduce the payments due the Mortgage Borrower thereunder, change the timing of remittances to the Mortgage Borrower thereunder, increase or decrease reserve requirements, change the term of the Management Agreement or increase any Management Fees payable under the Management Agreement.; provided, however, the Group Services Fee may include amounts in addition to the existing Sales and Marketing Group Services Expense if and to the extent such amounts are attributable to services that would otherwise constitute an Operating Expense or fee and such services qualify under the provisions of the Management Agreement; (cb) Mezzanine Borrower may permit Mortgage Borrower to enter into a new Management Agreement with an Acceptable Manager upon receipt of a Rating Agency Confirmation (or, if such manager is a Pre-approved Manager, upon receipt of Mezzanine Lender's prior written consent) with respect to the Property Management Agreement and delivery of an acceptable Non-Consolidation Opinion covering such replacement manager Manager if such Person (i) is not covered by the Non-Consolidation Opinion or an Additional Non-Consolidation Opinion, and (ii) is an Affiliate of Mortgage Borrower.; (dc) Notwithstanding anything contained herein Mezzanine Borrower hereby agrees that, subject to the provisions of the Assignment of Management Agreement (Junior Mezzanine), Mezzanine Lender shall have the right to terminate the Manager subsequent to (i) approvals will not be required to enter into management agreements for Retail/Service Facilities that are not expected to have a Material Adverse Effect, an Event of Default under this Agreement and (ii) amendments to an acceleration of the Management Agreement relating to the Retail/Service Facilities will be deemed to be nonmaterial modifications permitted by Section 5.2.14(b) provided they are not expected to have a Material Adverse EffectLoan.

Manager. (aA) Borrower represents, warrants and covenants on behalf of itself and Operating Lessee that the Property shall at all times be managed by an Acceptable Manager pursuant to an Acceptable Management Agreement. (bA) Notwithstanding any provision to the contrary contained herein or in the other Loan Documents, except as provided in this Section 5.2.14 or in connection with a release made in accordance with Section 2.3.42.3.6, Borrower may shall not amend, modify, supplement, alter Modify or waive any right under the Management Agreement (or permit any such action) without the receipt prior written consent of a Rating Agency ConfirmationAdministrative Agent in its sole discretion, except as provided in the next sentence. Without the receipt of a Rating Agency ConfirmationAdministrative Agent shall not unreasonably withhold, Borrower shall be permitted delay or condition its consent to make any nonmaterial modification, change, supplement, alteration or amendment non-material Modifications to the Management Agreement (and its review shall be solely limited to waive any nonmaterial rights thereunder, determine whether such Modification is material) provided that no such modification, change, supplement, alteration, amendment or waiver Modification shall not affect the cash management procedures set forth in the Management Agreement or the Loan DocumentsAgreement, decrease the cash flow of the Property, adversely affect the marketability of the Property, change the definitions of “default” or “event of default,” change the definitions of “operating expense” or words of similar meaning to add additional items to such definitionsmeaning, change any the definitions of “owner’s distribution” or provisions “owner’s equity” or “debt service amount” or words of similar meaning so as to reduce the payments due the Borrower or Operating Lessee thereunder, change the timing of remittances to the Borrower or Operating Lessee thereunder, increase or decrease reserve requirements, change the term of the Management Agreement or increase any Management Fees management fees payable under the Management Agreement. (cB) Borrower may enter into a new Management Agreement with an Acceptable Manager upon receipt of a Rating Agency Confirmation with respect to the Management Agreement and delivery of an acceptable Non-Consolidation Opinion covering such replacement manager if such Person (i) is not covered by the Non-Consolidation Opinion or an Additional Non-Consolidation Opinion, and (ii) is an Affiliate of Borrower. (dC) Notwithstanding anything contained herein (i) approvals will not be required Borrower hereby agrees that, subject to enter into management agreements for Retail/Service Facilities that are not expected to have a Material Adverse Effect, and (ii) amendments to the terms of the Management Agreement relating and any non-disturbance provisions of the Assignment of Management Agreement, during the occurrence and continuance of an Event of Default under the Loan Documents, Administrative Agent shall have the right to terminate the Manager subsequent to an Event of Default on the part of Manager under the Management Agreement to the Retail/Service Facilities will be deemed to be nonmaterial modifications extent termination is permitted by Section 5.2.14(b) provided they are not expected to have a Material Adverse Effectthereunder.

Manager. (aA) Borrower represents, warrants and covenants on behalf of itself and Operating Lessee that the Property shall at all times be managed by an Acceptable Manager pursuant to an Acceptable Management Agreement. (bB) Notwithstanding any provision to the contrary contained herein or in the other Loan Documents, except as provided in this Section 5.2.14 or in connection with a release made in accordance with Section 2.3.42.3.6, Borrower may shall not amend, modify, supplement, alter Modify or waive any right under the Management Agreement (or permit any such action) without the receipt prior written consent of a Rating Agency ConfirmationAdministrative Agent in its sole discretion, except as provided in the next sentence. Without the receipt of a Rating Agency ConfirmationAdministrative Agent shall not unreasonably withhold, Borrower shall be permitted delay or condition its consent to make any nonmaterial modification, change, supplement, alteration or amendment non-material Modifications to the Management Agreement (and its review shall be solely limited to waive any nonmaterial rights thereunder, determine whether such Modification is Material) provided that no such modification, change, supplement, alteration, amendment or waiver Modification shall not affect the cash management procedures set forth in the Management Agreement or the Loan DocumentsAgreement, decrease the cash flow of the Property, adversely affect the marketability of the Property, change the definitions of “default” or “event of default,” change the definitions of “operating expense” or words of similar meaning to add additional items to such definitionsmeaning, change any the definitions of “owner’s distribution” or provisions “owner’s equity” or “debt service amount” or words of similar meaning so as to reduce the payments due the Borrower or Operating Lessee thereunder, change the timing of remittances to the Borrower or Operating Lessee thereunder, increase or decrease reserve requirements, change the term of the Management Agreement or increase any Management Fees management fees payable under the Management Agreement. (cC) Borrower may enter into a new Management Agreement with an Acceptable Manager upon receipt of a Rating Agency Confirmation with respect to the Management Agreement and delivery of an acceptable Non-Consolidation Opinion covering such replacement manager if such Person (i) is not covered by the Non-Consolidation Opinion or an Additional Non-Consolidation Opinion, and (ii) is an Affiliate of Borrower. (dD) Notwithstanding anything contained herein (i) approvals will not be required Borrower hereby agrees that, subject to enter into management agreements for Retail/Service Facilities that are not expected to have a Material Adverse Effect, and (ii) amendments to the terms of the Management Agreement relating and any non-disturbance provisions of the Assignment of Management Agreement, during the occurrence and continuance of an Event of Default under the Loan Documents, Administrative Agent shall have the right to terminate Manager subsequent to an Event of Default on the part of Manager under the Management Agreement to the Retail/Service Facilities will be deemed to be nonmaterial modifications extent termination is permitted by Section 5.2.14(b) provided they are not expected to have a Material Adverse Effectthereunder.

Manager. (a) Borrower representsand Affiliate Tenant represent, warrants warrant and covenants on behalf of itself and Operating Lessee covenant that the Property shall at all times be managed by an Acceptable Manager pursuant to an Acceptable Management Agreement. (b) Notwithstanding any provision to the contrary contained herein or in the other Loan Documents, except as provided in this Section 5.2.14 or in connection with a release made in accordance with Section 2.3.45.2.14, Borrower may not amend, modify, supplement, alter or waive any material right under the Management Agreement (or permit any such action) without the receipt of a Rating Agency Confirmation. Without the receipt of a Rating Agency Confirmation, Borrower shall be permitted to make any nonmaterial modification, change, supplement, alteration or amendment to the Management Agreement and to waive any nonmaterial rights thereunder, provided that no such modification, change, supplement, alteration, amendment or waiver shall adversely affect the cash management procedures set forth in the Management Agreement or the Loan Documents, decrease the cash flow of the Property, adversely affect the marketability of the Property, adversely change the definitions of “"default” " or “"event of default,” " change the definitions of “"operating expense” " or words of similar meaning to add additional items to such definitions, change any definitions or provisions so as to reduce the payments due the Borrower thereunder, adversely change the timing of remittances to the Borrower thereunder, increase or decrease reserve requirements, change the term of the Management Agreement or increase any Management Fees payable under the Management Agreement. (c) Borrower and Affiliate Tenant may enter into a new Management Agreement with an Acceptable Manager upon receipt of a Rating Agency Confirmation with respect to the Management Agreement and delivery of an acceptable Non-Consolidation Opinion covering such replacement manager if such Person (i) is not covered by the Non-Consolidation Opinion or an Additional Non-Consolidation Opinion, and (ii) is an Affiliate of Borrower. (d) Notwithstanding anything contained herein Borrower and Affiliate Tenant hereby agree that, subject to the provisions of the Assignment of Management Agreement, Lender shall have the right to terminate the Manager (i) approvals will not be required subsequent to enter into management agreements for Retail/Service Facilities that are not expected to have a Material Adverse Effectan Event of Default and an acceleration of the Loan, and (ii) amendments (A) with respect to KSL II Management Operations, LLC, in the event Affiliate Tenant otherwise has the right to terminate the Management Agreement relating at the La Quinta Property, the Biltmore Property or the Grand Wailea Property, as applicable, in accordance with the terms thereof, (B) with respect to Interstate Management Company, LLC, in the event Affiliate Tenant otherwise has the right to terminate the Management Agreement applicable to the Retail/Service Facilities will be deemed Claremont Property, or (C) with respect to be nonmaterial modifications permitted by Section 5.2.14(b) provided they are not expected Marriott International, Inc., in the event Affiliate Tenant otherwise has the right to have a Material Adverse Effectterminate the Management Agreement applicable to the Doral Property in accordance with the terms thereof.