Prohibition Against Termination or Modification. (a) Borrower shall not and shall not permit Owner to (i) surrender, terminate, cancel, materially modify, renew or extend any Management Agreement, (ii) enter into any other agreement relating to the management or operation of any Individual Property with any Manager or any other Person, (iii) consent to the assignment by any Manager of its interest under the related Management Agreement, or (iv) waive or release any of its material rights and remedies under any Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, with respect to the appointment of a new manager, such consent may be conditioned upon Borrower delivering to Lender a Rating Agency Confirmation from each applicable Rating Agency as to such new manager and evidence that such replacement will not violate or cause a breach or default under any Franchise Agreement or Ground Lease to the extent such violation, breach or default (with or without the passage of time) would result in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of Manager have been obtained. If at any time Lender consents to the appointment of a new manager, such new manager and Owner shall, as a condition of Lender’s consent, execute (i) a management agreement in form and substance reasonably acceptable to Lender, and (ii) a subordination of management agreement in a form reasonably acceptable to Lender.
(b) Notwithstanding anything contrary in the Loan Documents (and without limiting Borrower’s right to replace (or cause Owner to replace) a Manager with Lender’s consent pursuant to clause (a) above), Borrower shall have a one-time right in connection with an Assumption, to cause Owner to replace one or more Managers with one or more Scheduled Managers (provided that such Scheduled Manager may be American Realty Capital Hospitality Properties, LLC (“ARC Hospitality”)) if and only if ARC Hospitality subcontracts all of its management responsibilities to another Scheduled Manager) without Lender’s consent and without any Rating Agency Confirmation provided that each of the following conditions shall have been satisfied provided, however, that Borrower may, on the closing date of the applicable Assumption, (A) replace any Franchise Agreement by a new Franchise Agreement in accordance with Section 4.34 hereof and/or (B) replace any Franchise Agreement wi...
Prohibition Against Termination or Modification. Borrower shall not (a) surrender, terminate, cancel, modify, renew or extend the Management Agreement, provided, that Borrower may, without Lender’s consent, replace Manager so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement, (b) enter into any other agreement relating to the management or operation of a Property with Manager or any other Person, provided, that Borrower may permit Manager to enter into sub-management agreements with third-party service providers to perform all or any portion of the services by Manager so long as (x) the fees and charges payable under any such sub-management agreements shall be the sole responsibility of Manager, (y) Borrower shall have no liabilities of obligations under any such sub-management agreements, and (z) any such sub-management agreements will be terminable without penalty upon the termination of the Management Agreement, (c) consent to the assignment by the Manager of its interest under the Management Agreement, or (d) waive or release any of its rights and remedies under the Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld. If at any time Lender consents to the appointment of a new property manager or a Qualified Manager is appointed, such new property manager (including a Qualified Manager) shall execute a Replacement Management Agreement.
Prohibition Against Termination or Modification. No Borrower shall (i) surrender, terminate, cancel, modify, renew or extend its Management Agreement, (ii) enter into any other agreement relating to the management or operation of the Property owned by it with Manager or any other Person, (iii) consent to the assignment by the Manager of its interest under any Management Agreement, or (iv) waive or release any of its rights and remedies under any Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, with respect to a new property manager such consent may be conditioned upon Borrowers delivering a Rating Agency Confirmation from each applicable Rating Agency as to such new property manager and management agreement. Notwithstanding the foregoing, however, provided no Event of Default is continuing, the approval of Lender and the Rating Agencies shall not be required with respect to the appointment of an Unaffiliated Qualified Manager. If at any time Lender consents to the appointment of a new property manager or a Qualified Manager is appointed, such new property manager (including a Qualified Manager) and Borrowers shall, as a condition of Lender’s consent, execute (i) a management agreement in form and substance reasonably acceptable to Lender, (ii) a subordination of management agreement in a form reasonably acceptable to Lender and (iii) deliver an updated Insolvency Opinion if such Qualified Manager is an Affiliate of any Borrower, any Guarantor or Key Principal.
Prohibition Against Termination or Modification. Borrower shall not surrender, terminate, cancel, modify, renew, amend, or extend the Management Agreement, or enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, or consent to the assignment by the Manager of its interest under the Management Agreement, in each case without the express written consent of Lender, which consent shall not be unreasonably withheld; provided, however, with respect to a new manager such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new manager and management agreement and, if such new manager is an Affiliate of Borrower, upon delivery of a non-consolidation opinion acceptable to the Rating Agencies; provided further, however, that if Borrower satisfies the foregoing conditions, Lender shall not withhold its consent to the appointment of a replacement manager that is an Affiliate of Borrower. Lender shall reasonably cooperate with Borrower, at no cost or expense to Lender, in seeking to obtain a Rating Agency Confirmation from the Rating Agencies for such actions upon the request of Borrower. If at any time Lender consents to the appointment of a new manager, such new manager and Borrower shall, as a condition of Lender’s consent, execute a subordination of management agreement in the form then used by Lender. Borrower shall have the right to amend the Property Management Agreement from time to time in order to comply with applicable Legal Requirements including, without limitation, tax laws pertaining to REIT’s or Guarantor’s status as a real estate investment trust or subsidiary thereof.
Prohibition Against Termination or Modification. Borrower shall not (i) surrender, terminate or cancel any Management Agreement, unless (A) Borrower has advised Lender of its intention to terminate the Manager, (B) the replacement manager has delivered to Lender copies of an Assignment of Management Agreement and a cash management agreement in substantially the form of the Cash Management Agreement in each case executed by Borrower and replacement manager and (C) the replacement manager is a Qualified Manager, (ii) modify any Management Agreement in such a way that would have a material adverse effect on the use, operation or value of the Property or the ability of Borrower to pay its obligations in respect of the Loan, (iii) enter into any other agreement with any Person for such Person to act as the manager or operator of the Property, except as provided in this Section 7.2, or (iv) consent to the Transfer by the Manager of its interest under the Management Agreement except as provided in this Section 7.2, in each case without the express consent of Lender, which consent shall not be unreasonably withheld; provided, however, with respect to a new manager (other than a Qualified Manager), such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new manager and management agreement. If at any time Lender consents to the appointment of a new manager, or a new manager is appointed without Lender’s consent being required, (a) such new manager and Borrower shall, as a condition of Lender’s consent, if required, execute an Assignment of Management Agreement and a cash management agreement in substantially the form of the Cash Management Agreement and (b) if such new manager is an Affiliate of Borrower, Borrower shall deliver a non-consolidation opinion acceptable to the Rating Agencies.
Prohibition Against Termination or Modification. Borrower shall not surrender, terminate, cancel, modify, renew or extend the Management Agreement, or enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, or consent to the assignment by the Manager of its interest under the Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld; provided, however, with respect to a new manager such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new manager and management agreement and, if such new manager is an Affiliate of Borrower, upon delivery of a non-consolidation opinion acceptable to the Rating Agencies. If at any time Lender consents to the appointment of a new manager, such new manager and Borrower shall, as a condition of Lender's consent, execute a subordination of management agreement in the form then used by Lender.
Prohibition Against Termination or Modification. Borrower shall not (i) surrender, terminate, cancel, modify, renew or extend the Management Agreement, (ii) enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, (iii) consent to the assignment by the Manager of its interest under the Management Agreement, or (iv) waive or release any of its rights and remedies under the Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld; provided, however, with respect to a new manager such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new manager and management agreement. If at any time Lender consents to the appointment of a new manager, such new manager and Borrower shall, as a condition of Lender's consent, execute (i) a management agreement in form and substance reasonably acceptable to Lender, and (ii) a subordination of management agreement in a form reasonably acceptable to Lender.
Prohibition Against Termination or Modification. At any time that a Management Agreement is in place, neither Borrower nor Operating Company, as applicable, shall surrender, terminate, cancel, modify, renew or extend the Management Agreement or enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, or consent to the assignment by the Manager of its interest under the Management Agreement, in each case without the express consent of Agent, which consent shall not be unreasonably withheld; provided, however, with respect to a new manager such consent may be conditioned upon such new manager and Borrower executing an assignment of management agreement and subordination of management fees in the form then used by Agent.
Prohibition Against Termination or Modification. Borrower shall not surrender, terminate, cancel, modify, renew or extend the Management Agreement (except, in the case of a renewal or extension, where effected by an automatic extension or renewal provision contained in the Management Agreement), or enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, or consent to the assignment by the Manager of its interest under the Management Agreement, in each case without the express consent of Lender (such consent not to be unreasonably withheld). If at any time Lender consents to the appointment of a new manager, such manager and Borrower shall, as a condition of Lender’s consent, execute an assignment and subordination of management agreement in the form then used by Lender.
Prohibition Against Termination or Modification. Borrower shall not surrender, terminate, cancel, modify, renew or extend the Development Agreement, or enter into any other agreement for the provision of development and construction management services with respect to the Property and the Improvements with the Developer or any other Person, or consent to the assignment by the Developer its interest under the Development Agreement, in each case without the express written consent of Administrative Agent.
