Common use of Operating Lease Structure Clause in Contracts

Operating Lease Structure. (a) Without limiting any of the other provisions of this Article VII, from and after the Closing Date, PRISA III REIT and Ashford Hospitality Trust, each of which the parties hereto acknowledge is a real estate investment trust (“REIT”) as of the date hereof, shall have the right to elect not to be treated as a REIT. In connection with any such election, Borrower permit Property Owners to remove some or all of the Individual Properties from the REIT ownership structure (such removal is a “De-REIT Conversion”) in place on the date hereof (it being agreed and acknowledged by the parties hereto that certain of the Individual Properties are held in a REIT ownership structure on the date hereof) and terminate the applicable Operating Leases, provided that the other provisions of this Article VII are not breached thereby, and the following additional conditions are satisfied: (i) The De-REIT Conversion is not, in the reasonable determination of Lender, likely to impair or otherwise materially and adversely affect (A) any Property Owner’s financial condition, (B) the operations at any Individual Property or (C) Borrower’s ability to pay the monthly Debt Service or the payment due on the Maturity Date or otherwise perform its obligations hereunder and the other Loan Documents; (ii) The De-REIT Conversions does not, in the reasonable opinion of Lender, impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents; (iii) At the time of such De-REIT Conversion, there is no continuing Event of Default; (iv) Borrower delivers evidence to Lender that such De-REIT Conversion has been approved by each Manager, Franchisor and Ground Lessor, or if such approval is not required by any such Manager, Franchisor or Ground Lessor, Borrower has delivered evidence thereof to Lender, such evidence to be reasonably acceptable to Lender; (v) Borrower shall reimburse Lender for any actual costs and expenses it reasonably incurs arising from the De-REIT Conversion contemplated by this Section 7.6 (including reasonable attorneys’ fees and expenses); and (vi) Lender shall have received confirmation in writing from the Rating Agencies that rate the Securities that the De-REIT Conversion will not result in a qualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities. (b) At Property Owners’ option upon receipt of the prior written consent of Lender (such consent not to be unreasonably withheld, conditioned or delayed), Property Owners may cause the Properties at any time after a De-REIT Conversion to become subjected to one or more new operating leases (whether one or more, the “New Operating Lease”), provided that the following conditions are first satisfied: (i) Property Owners shall create one or more wholly owned subsidiaries (whether one or more, the “New Operating Lessee”), each of which is a single purpose bankruptcy remote entity that will have organizational documents substantially the same as the organizational documents of the Property Owners and Operating Lessees (or in such other form reasonably approved by Lender) and otherwise satisfying the requirements of Article VI hereof; (ii) each New Operating Lessee shall automatically become a Restricted Party hereunder and shall be required to comply with the provisions of this Agreement including this Article XII and shall be prohibited from transferring its interests as lessee under the New Operating Lease; (iii) Property Owners will lease the Property to the applicable New Operating Lessee pursuant to the applicable New Operating Lease which shall be subject to Lender’s reasonable approval and Property Owners will assign the related Franchise Agreement, if any, and the Management Agreement to New Operating Lessee and Mortgage Loan Borrower or Maryland Owner shall not have any guaranty obligations to the Franchisor or Manager thereunder with respect to New Operating Lessee’s assumption of, and obligations under, the Management Agreement and Franchise Agreement; (iv) such transactions will not cause an event of default or termination or modification of, or affect Lender’s rights under, any Management Agreement or Franchise Agreement; (v) Property Owners and the New Operating Lessee shall execute and deliver such documents and amendments to the Loan Documents reasonably requested by Lender to evidence that the New Operating Lessee shall be bound to the Loan Documents (which the parties agree will be the same obligations as each Operating Lessee has under the Loan Documents as of the date hereof); (vi) Borrower shall deliver to Lender a new non-consolidation opinion from Borrower’s counsel with respect to the New Operating Lessee, in the same form as the non-consolidation opinions delivered to Lender on the Closing Date, or in such other from reasonably approved by Lender; (vii) Borrower shall reimburse Lender for any costs and expenses it reasonably incurs arising from the transactions contemplated by this Section 7.6 (including reasonable attorneys’ fees and expenses); (viii) if a Securitization has occurred with respect to any portion of the Loan, Borrower shall deliver to Lender written confirmation from all Rating Agencies rating any Securitization that such conversion into an Operating Lease structure shall not cause a downgrade, withdrawal or qualification of the ratings assigned, or to be assigned, to the Securities or any class thereof in any Securitization; (ix) at the time a Property Owner enters into the New Operating Lease with respect to the Property, there is no continuing Event of Default; (x) New Operating Lessee shall subordinate all of its right, title and interest in and to the New Operating Lease (and all revenues that New Operating Lessee becomes entitled to thereunder) to the lien of the Mortgage and the rights of Lender under the Loan Documents and if requested by Lender, New Operating Lessee shall join into the Mortgage as a mortgagor and this Agreement for purposes of agreeing to, without limitation, Articles IV-X hereof; (xi) Borrower shall have delivered acceptable evidence to Lender that such transaction has been approved by each Manager, Franchisor and Ground Lessor, or if such approval is not required by any such Manager, Franchisor or Ground Lessor, Borrower shall have delivered evidence thereof to Lender, such evidence to be acceptable to Lender; and (xii) Borrower shall not permit the Sale or Pledge of all or a portion of the Mezzanine 3 Collateral and the related assumption of the applicable Mezzanine 3 Loan by any Person without the prior written consent of Lender, which consent may be given or withheld in Lender’s sole and absolute discretion.

Operating Lease Structure. (a) Without limiting any of the other provisions of this Article VII, from and after the Closing Date, PRISA III REIT and Ashford Hospitality Trust, each of which the parties hereto acknowledge is a real estate investment trust (“REIT”) as of the date hereof, shall have the right to elect not to be treated as a REIT. In connection with any such election, Borrower permit Property Owners to remove some or all of the Individual Properties from the REIT ownership structure (such removal is a “De-REIT Conversion”) in place on the date hereof (it being agreed and acknowledged by the parties hereto that certain of the Individual Properties are held in a REIT ownership structure on the date hereof) and terminate the applicable Operating Leases, provided that the other provisions of this Article VII are not breached thereby, and the following additional conditions are satisfied: (i) The De-REIT Conversion is not, in the reasonable determination of Lender, likely to impair or otherwise materially and adversely affect (A) any Property Owner’s financial condition, (B) the operations at any Individual Property or (C) Borrower’s ability to pay the monthly Debt Service or the payment due on the Maturity Date or otherwise perform its obligations hereunder and the other Loan Documents; (ii) The De-REIT Conversions does not, in the reasonable opinion of Lender, impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents; (iii) At the time of such De-REIT Conversion, there is no continuing Event of Default; (iv) Borrower delivers evidence to Lender that such De-REIT Conversion has been approved by each Manager, Franchisor and Ground Lessor, or if such approval is not required by any such Manager, Franchisor or Ground Lessor, Borrower has delivered evidence thereof to Lender, such evidence to be reasonably acceptable to Lender; (v) Borrower shall reimburse Lender for any actual costs and expenses it reasonably incurs arising from the De-REIT Conversion contemplated by this Section 7.6 (including reasonable attorneys’ fees and expenses); and (vi) Lender shall have received confirmation in writing from the Rating Agencies that rate the Securities that the De-REIT Conversion will not result in a qualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities. (b) At Property Owners’ option upon receipt of the prior written consent of Lender (such consent not to be unreasonably withheld, conditioned or delayed), Property Owners may cause the Properties at any time after a De-REIT Conversion to become subjected to one or more new operating leases (whether one or more, the “New Operating Lease”), provided that the following conditions are first satisfied: (i) Property Owners shall create one or more wholly owned subsidiaries (whether one or more, the “New Operating Lessee”), each of which is a single purpose bankruptcy remote entity that will have organizational documents substantially the same as the organizational documents of the Property Owners and Operating Lessees (or in such other form reasonably approved by Lender) and otherwise satisfying the requirements of Article VI hereof; (ii) each New Operating Lessee shall automatically become a Restricted Party hereunder and shall be required to comply with the provisions of this Agreement including this Article XII and shall be prohibited from transferring its interests as lessee under the New Operating Lease; (iii) Property Owners will lease the Property to the applicable New Operating Lessee pursuant to the applicable New Operating Lease which shall be subject to Lender’s reasonable approval and Property Owners will assign the related Franchise Agreement, if any, and the Management Agreement to New Operating Lessee and Mortgage Loan Borrower or Maryland Owner shall not have any guaranty obligations to the Franchisor or Manager thereunder with respect to New Operating Lessee’s assumption of, and obligations under, the Management Agreement and Franchise Agreement; (iv) such transactions will not cause an event of default or termination or modification of, or affect Lender’s rights under, any Management Agreement or Franchise Agreement; (v) Property Owners and the New Operating Lessee shall execute and deliver such documents and amendments to the Loan Documents reasonably requested by Lender to evidence that the New Operating Lessee shall be bound to the Loan Documents (which the parties agree will be the same obligations as each Operating Lessee has under the Loan Documents as of the date hereof); (vi) Borrower shall deliver to Lender a new non-consolidation opinion from Borrower’s counsel with respect to the New Operating Lessee, in the same form as the non-consolidation opinions delivered to Lender on the Closing Date, or in such other from reasonably approved by Lender; (vii) Borrower shall reimburse Lender for any costs and expenses it reasonably incurs arising from the transactions contemplated by this Section 7.6 (including reasonable attorneys’ fees and expenses); (viii) if a Securitization has occurred with respect to any portion of the Loan, Borrower shall deliver to Lender written confirmation from all Rating Agencies rating any Securitization that such conversion into an Operating Lease structure shall not cause a downgrade, withdrawal or qualification of the ratings assigned, or to be assigned, to the Securities or any class thereof in any Securitization; (ix) at the time a Property Owner enters into the New Operating Lease with respect to the Property, there is no continuing Event of Default; (x) New Operating Lessee shall subordinate all of its right, title and interest in and to the New Operating Lease (and all revenues that New Operating Lessee becomes entitled to thereunder) to the lien of the Mortgage and the rights of Lender under the Loan Documents and if requested by Lender, New Operating Lessee shall join into the Mortgage as a mortgagor and this Agreement for purposes of agreeing to, without limitation, Articles IV-X hereof; (xi) Borrower shall have delivered acceptable evidence to Lender that such transaction has been approved by each Manager, Franchisor and Ground Lessor, or if such approval is not required by any such Manager, Franchisor or Ground Lessor, Borrower shall have delivered evidence thereof to Lender, such evidence to be acceptable to Lender; and (xii) Borrower shall not permit the Sale or Pledge of all or if a Securitization has occurred with respect to any portion of the Loan, if required by Lender, Borrower and each Other Senior Mezzanine 3 Collateral Borrower shall have delivered to Lender a REMIC Opinion acceptable to Lender and the related assumption of Rating Agencies and Borrower shall have paid the applicable Mezzanine 3 Loan by any Person without the prior written consent of Lender, which consent may be given or withheld Rating Agencies’ fees and expenses in Lender’s sole and absolute discretionconnection therewith.

Operating Lease Structure. (a) Without limiting any of the other provisions of this Article VII, from and after the Closing Date, PRISA III REIT and Ashford Hospitality Trust, each of which the parties hereto acknowledge is a real estate investment trust (“REIT”) as of the date hereof, shall have the right to elect not to be treated as a REIT. In connection with any such election, Borrower permit Property Owners to may remove some or all of the Individual Properties from the REIT ownership structure (such removal is a “De-REIT Conversion”) in place on the date hereof (it being agreed and acknowledged by the parties hereto that certain of the Individual Properties are held in a REIT ownership structure on the date hereof) and terminate the applicable Operating Leases, provided that the other provisions of this Article VII are not breached thereby, and the following additional conditions are satisfied: (i) The De-REIT Conversion is not, in the reasonable determination of Lender, likely to impair or otherwise materially and adversely affect (A) any Property Owner’s or Maryland Owner’s financial condition, (B) the operations at any Individual Property or (C) Borrower’s ability to pay the monthly Debt Service or the payment due on the Maturity Date or otherwise perform its obligations hereunder and the other Loan Documents; (ii) The De-REIT Conversions does not, in the reasonable opinion of Lender, impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents; (iii) At the time of such De-REIT Conversion, there is no continuing Event of Default; (iv) Borrower delivers evidence to Lender that such De-REIT Conversion has been approved by each Manager, Franchisor and Ground Lessor, or if such approval is not required by any such Manager, Franchisor or Ground Lessor, Borrower has delivered evidence thereof to Lender, such evidence to be reasonably acceptable to Lender; (v) Borrower shall reimburse Lender for any actual costs and expenses it reasonably incurs arising from the De-REIT Conversion contemplated by this Section 7.6 (including reasonable attorneys’ fees and expenses); and (vi) Lender shall have received confirmation in writing from the Rating Agencies that rate the Securities that the De-REIT Conversion will not result in a qualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities. (b) At Property Owners’ option and Maryland Owner’s option, upon receipt of the prior written consent of Lender (such consent not to be unreasonably withheld, conditioned or delayed), Property Owners and Maryland Owner may cause the Properties at any time after a De-REIT Conversion to become subjected to one or more new operating leases (whether one or more, the “New Operating Lease”), provided that the following conditions are first satisfied: (i) Property Owners and Maryland Owner shall create one or more wholly owned subsidiaries (whether one or more, the “New Operating Lessee”), each of which is a single purpose bankruptcy remote entity that will have organizational documents substantially the same as the organizational documents of the Property Owners and Owners, Operating Lessees and Maryland Owner (or in such other form reasonably approved by Lender) and otherwise satisfying the requirements of Article VI hereof; (ii) each New Operating Lessee shall automatically become a Restricted Party hereunder and shall be required to comply with the provisions of this Agreement including this Article XII and shall be prohibited from transferring its interests as lessee under the New Operating Lease; (iii) Property Owners and Maryland Owner (as applicable) will lease the Property to the applicable New Operating Lessee pursuant to the applicable New Operating Lease which shall be subject to Lender’s reasonable approval and Property Owners and Maryland Owner, as the case may be, will assign the related Franchise Agreement, if any, and the Management Agreement to New Operating Lessee and Mortgage Loan Borrower or Maryland Owner shall not have any guaranty obligations to the Franchisor or Manager thereunder with respect to New Operating Lessee’s assumption of, and obligations under, the Management Agreement and Franchise Agreement; (iv) such transactions will not cause an event of default or termination or modification of, or affect Lender’s rights under, any Management Agreement or Franchise Agreement; (v) Property Owners and Maryland Owner and the New Operating Lessee shall execute and deliver such documents and amendments to the Loan Documents reasonably requested by Lender to evidence that the New Operating Lessee shall be bound to the Loan Documents (which the parties agree will be the same obligations as each Operating Lessee has under the Loan Documents as of the date hereof); (vi) Borrower Property Owners and Maryland Owner shall deliver to Lender a new non-consolidation opinion from Borrower’s counsel with respect to the New Operating Lessee, in the same form as the non-consolidation opinions delivered to Lender on the Closing Date, or in such other from reasonably approved by Lender; (vii) Borrower Property Owners and Maryland Owner shall reimburse Lender for any costs and expenses it reasonably incurs arising from the transactions contemplated by this Section 7.6 (including reasonable attorneys’ fees and expenses); (viii) if a Securitization has occurred with respect to any portion of the Loan, Borrower Property Owners and Maryland Owner shall deliver to Lender written confirmation from all Rating Agencies rating any Securitization that such conversion into an Operating Lease structure shall not cause a downgrade, withdrawal or qualification of the ratings assigned, or to be assigned, to the Securities or any class thereof in any Securitization; (ix) at the time a Property Borrower and/or Maryland Owner enters into the New Operating Lease with respect to the Property, there is no continuing Event of Default; (x) New Operating Lessee shall subordinate all of its right, title and interest in and to the New Operating Lease (and all revenues that New Operating Lessee becomes entitled to thereunder) to the lien of the Mortgage and the rights of Lender under the Loan Documents and if requested by Lender, New Operating Lessee shall join into the Mortgage as a mortgagor and this Agreement for purposes of agreeing to, without limitation, Articles IV-X hereof; (xi) Borrower each Property Owner and Maryland Owner shall have delivered acceptable evidence to Lender that such transaction has been approved by each Manager, Franchisor and Ground Lessor, or if such approval is not required by any such Manager, Franchisor or Ground Lessor, Borrower shall have has delivered evidence thereof to Lender, such evidence to be acceptable to Lender; and (xii) Borrower shall not permit the Sale or Pledge of all or if a Securitization has occurred with respect to any portion of the Mezzanine 3 Collateral Loan, if required by Lender, Borrower and Maryland Owner shall have delivered to Lender a REMIC Opinion acceptable to Lender and the related assumption of Rating Agencies and Borrower shall have paid the applicable Mezzanine 3 Loan by any Person without the prior written consent of Lender, which consent may be given or withheld Rating Agencies’ fees and expenses in Lender’s sole and absolute discretionconnection therewith.

Operating Lease Structure. (a) Without limiting any of the other provisions of this Article VII, from and after the Closing Date, PRISA III REIT and Ashford Hospitality Trust, each of which the parties hereto acknowledge is a real estate investment trust (“REIT”) as of the date hereof, shall have the right to elect not to be treated as a REIT. In connection with any such election, Borrower permit Property Owners to remove some or all of the Individual Properties from the REIT ownership structure (such removal is a “De-REIT Conversion”) in place on the date hereof (it being agreed and acknowledged by the parties hereto that certain of the Individual Properties are held in a REIT ownership structure on the date hereof) and terminate the applicable Operating Leases, provided that the other provisions of this Article VII are not breached thereby, and the following additional conditions are satisfied: (i) The De-REIT Conversion is not, in the reasonable determination of Lender, likely to impair or otherwise materially and adversely affect (A) any Property Owner’s financial condition, (B) the operations at any Individual Property or (C) Borrower’s ability to pay the monthly Debt Service or the payment due on the Maturity Date or otherwise perform its obligations hereunder and the other Loan Documents; (ii) The De-REIT Conversions does not, in the reasonable opinion of Lender, impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents; (iii) At the time of such De-REIT Conversion, there is no continuing Event of Default; (iv) Borrower delivers evidence to Lender that such De-REIT Conversion has been approved by each Manager, Franchisor and Ground Lessor, or if such approval is not required by any such Manager, Franchisor or Ground Lessor, Borrower has delivered evidence thereof to Lender, such evidence to be reasonably acceptable to Lender; (v) Borrower shall reimburse Lender for any actual costs and expenses it reasonably incurs arising from the De-REIT Conversion contemplated by this Section 7.6 (including reasonable attorneys’ fees and expenses); and (vi) Lender shall have received confirmation in writing from the Rating Agencies that rate the Securities that the De-REIT Conversion will not result in a qualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities. (b) At Property Owners’ option upon receipt of the prior written consent of Lender (such consent not to be unreasonably withheld, conditioned or delayed), Property Owners may cause the Properties at any time after a De-REIT Conversion to become subjected to one or more new operating leases (whether one or more, the “New Operating Lease”), provided that the following conditions are first satisfied: (i) Property Owners shall create one or more wholly owned subsidiaries (whether one or more, the “New Operating Lessee”), each of which is a single purpose bankruptcy remote entity that will have organizational documents substantially the same as the organizational documents of the Property Owners and Operating Lessees (or in such other form reasonably approved by Lender) and otherwise satisfying the requirements of Article VI hereof; (ii) each New Operating Lessee shall automatically become a Restricted Party hereunder and shall be required to comply with the provisions of this Agreement including this Article XII and shall be prohibited from transferring its interests as lessee under the New Operating Lease; (iii) Property Owners will lease the Property to the applicable New Operating Lessee pursuant to the applicable New Operating Lease which shall be subject to Lender’s reasonable approval and Property Owners will assign the related Franchise Agreement, if any, and the Management Agreement to New Operating Lessee and Mortgage Loan Borrower or Maryland Owner shall not have any guaranty obligations to the Franchisor or Manager thereunder with respect to New Operating Lessee’s assumption of, and obligations under, the Management Agreement and Franchise Agreement; (iv) such transactions will not cause an event of default or termination or modification of, or affect Lender’s rights under, any Management Agreement or Franchise Agreement; (v) Property Owners and the New Operating Lessee shall execute and deliver such documents and amendments to the Loan Documents reasonably requested by Lender to evidence that the New Operating Lessee shall be bound to the Loan Documents (which the parties agree will be the same obligations as each Operating Lessee has under the Loan Documents as of the date hereof); (vi) Borrower shall deliver to Lender a new non-consolidation opinion from Borrower’s counsel with respect to the New Operating Lessee, in the same form as the non-consolidation opinions delivered to Lender on the Closing Date, or in such other from reasonably approved by Lender; (vii) Borrower shall reimburse Lender for any costs and expenses it reasonably incurs arising from the transactions contemplated by this Section 7.6 (including reasonable attorneys’ fees and expenses); (viii) if a Securitization has occurred with respect to any portion of the Loan, Borrower shall deliver to Lender written confirmation from all Rating Agencies rating any Securitization that such conversion into an Operating Lease structure shall not cause a downgrade, withdrawal or qualification of the ratings assigned, or to be assigned, to the Securities or any class thereof in any Securitization; (ix) at the time a Property Owner enters into the New Operating Lease with respect to the Property, there is no continuing Event of Default; (x) New Operating Lessee shall subordinate all of its right, title and interest in and to the New Operating Lease (and all revenues that New Operating Lessee becomes entitled to thereunder) to the lien of the Mortgage and the rights of Lender under the Loan Documents and if requested by Lender, New Operating Lessee shall join into the Mortgage as a mortgagor and this Agreement for purposes of agreeing to, without limitation, Articles IV-X hereof; (xi) Borrower shall have delivered acceptable evidence to Lender that such transaction has been approved by each Manager, Franchisor and Ground Lessor, or if such approval is not required by any such Manager, Franchisor or Ground Lessor, Borrower shall have delivered evidence thereof to Lender, such evidence to be acceptable to Lender; and (xii) Borrower shall not permit the Sale or Pledge of all or if a Securitization has occurred with respect to any portion of the Loan, if required by Lender, Borrower and Mezzanine 3 Collateral 1 Borrower shall have delivered to Lender a REMIC Opinion acceptable to Lender and the related assumption of Rating Agencies and Borrower shall have paid the applicable Mezzanine 3 Loan by any Person without the prior written consent of Lender, which consent may be given or withheld Rating Agencies’ fees and expenses in Lender’s sole and absolute discretionconnection therewith.

Operating Lease Structure. (a) Without limiting any of the other provisions of this Article VII, from and after the Closing Date, PRISA III REIT and Ashford Hospitality Trust, each of which the parties hereto acknowledge is a real estate investment trust (“REIT”) as of the date hereof, shall have the right to elect not to be treated as a REIT. In connection with any such election, Borrower permit Property Owners to remove some or all of the Individual Properties from the REIT ownership structure (such removal is a “De-REIT Conversion”) in place on the date hereof (it being agreed and acknowledged by the parties hereto that certain of the Individual Properties are held in a REIT ownership structure on the date hereof) and terminate the applicable Operating Leases, provided that the other provisions of this Article VII are not breached thereby, and the following additional conditions are satisfied: (i) The De-REIT Conversion is not, in the reasonable determination of Lender, likely to impair or otherwise materially and adversely affect (A) any Property Owner’s financial condition, (B) the operations at any Individual Property or (C) Borrower’s ability to pay the monthly Debt Service or the payment due on the Maturity Date or otherwise perform its obligations hereunder and the other Loan Documents; (ii) The De-REIT Conversions does not, in the reasonable opinion of Lender, impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents; (iii) At the time of such De-REIT Conversion, there is no continuing Event of Default; (iv) Borrower delivers evidence to Lender that such De-REIT Conversion has been approved by each Manager, Franchisor and Ground Lessor, or if such approval is not required by any such Manager, Franchisor or Ground Lessor, Borrower has delivered evidence thereof to Lender, such evidence to be reasonably acceptable to Lender; (v) Borrower shall reimburse Lender for any actual costs and expenses it reasonably incurs arising from the De-REIT Conversion contemplated by this Section 7.6 (including reasonable attorneys’ fees and expenses); and (vi) Lender shall have received confirmation in writing from the Rating Agencies that rate the Securities that the De-REIT Conversion will not result in a qualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the Securities. (b) At Property Owners’ option upon receipt of the prior written consent of Lender (such consent not to be unreasonably withheld, conditioned or delayed), Property Owners may cause the Properties at any time after a De-REIT Conversion to become subjected to one or more new operating leases (whether one or more, the “New Operating Lease”), provided that the following conditions are first satisfied: (i) Property Owners shall create one or more wholly owned subsidiaries (whether one or more, the “New Operating Lessee”), each of which is a single purpose bankruptcy remote entity that will have organizational documents substantially the same as the organizational documents of the Property Owners and Operating Lessees (or in such other form reasonably approved by Lender) and otherwise satisfying the requirements of Article VI hereof; (ii) each New Operating Lessee shall automatically become a Restricted Party hereunder and shall be required to comply with the provisions of this Agreement including this Article XII and shall be prohibited from transferring its interests as lessee under the New Operating Lease; (iii) Property Owners will lease the Property to the applicable New Operating Lessee pursuant to the applicable New Operating Lease which shall be subject to Lender’s reasonable approval and Property Owners will assign the related Franchise Agreement, if any, and the Management Agreement to New Operating Lessee and Mortgage Loan Borrower or Maryland Owner shall not have any guaranty obligations to the Franchisor or Manager thereunder with respect to New Operating Lessee’s assumption of, and obligations under, the Management Agreement and Franchise Agreement; (iv) such transactions will not cause an event of default or termination or modification of, or affect Lender’s rights under, any Management Agreement or Franchise Agreement; (v) Property Owners and the New Operating Lessee shall execute and deliver such documents and amendments to the Loan Documents reasonably requested by Lender to evidence that the New Operating Lessee shall be bound to the Loan Documents (which the parties agree will be the same obligations as each Operating Lessee has under the Loan Documents as of the date hereof); (vi) Borrower shall deliver to Lender a new non-consolidation opinion from Borrower’s counsel with respect to the New Operating Lessee, in the same form as the non-consolidation opinions delivered to Lender on the Closing Date, or in such other from reasonably approved by Lender; (vii) Borrower shall reimburse Lender for any costs and expenses it reasonably incurs arising from the transactions contemplated by this Section 7.6 (including reasonable attorneys’ fees and expenses); (viii) if a Securitization has occurred with respect to any portion of the Loan, Borrower shall deliver to Lender written confirmation from all Rating Agencies rating any Securitization that such conversion into an Operating Lease structure shall not cause a downgrade, withdrawal or qualification of the ratings assigned, or to be assigned, to the Securities or any class thereof in any Securitization; (ix) at the time a Property Owner enters into the New Operating Lease with respect to the Property, there is no continuing Event of Default; (x) New Operating Lessee shall subordinate all of its right, title and interest in and to the New Operating Lease (and all revenues that New Operating Lessee becomes entitled to thereunder) to the lien of the Mortgage and the rights of Lender under the Loan Documents and if requested by Lender, New Operating Lessee shall join into the Mortgage as a mortgagor and this Agreement for purposes of agreeing to, without limitation, Articles IV-X hereof; (xi) Borrower shall have delivered acceptable evidence to Lender that such transaction has been approved by each Manager, Franchisor and Ground Lessor, or if such approval is not required by any such Manager, Franchisor or Ground Lessor, Borrower shall have delivered evidence thereof to Lender, such evidence to be acceptable to Lender; and (xii) Borrower shall not permit the Sale or Pledge of all or if a Securitization has occurred with respect to any portion of the Mezzanine 3 Collateral Loan, if required by Lender, Borrower shall have delivered to Lender a REMIC Opinion acceptable to Lender and the related assumption of Rating Agencies and Borrower shall have paid the applicable Mezzanine 3 Loan by any Person without the prior written consent of Lender, which consent may be given or withheld Rating Agencies’ fees and expenses in Lender’s sole and absolute discretionconnection therewith.