Common use of Prohibition Against Termination or Modification Clause in Contracts

Prohibition Against Termination or Modification. In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, 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, conditioned or delayed; provided, however, with respect to a new property manager such consent may be conditioned upon Borrower 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 Borrower shall, as a condition of Lender’s consent, execute (a) a management agreement in form and substance reasonably acceptable to Lender, (b) a subordination of management agreement in a form reasonably acceptable to Lender and (c) deliver an updated non-consolidation opinion in form and substance, and from counsel, reasonably satisfactory to Lender and satisfactory to the Rating Agencies, if such Qualified Manager is an Affiliate of Borrower, Guarantor or Key Principal (the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”).

Prohibition Against Termination or Modification. In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, (a) Borrower shall not and shall not permit Owner to (i) surrender, terminate, cancel, materially modify, renew or extend the any Management Agreement, (ii) enter into any other agreement relating to the management or operation of the any Individual Property with any Manager or any other Person, (iii) consent to the assignment by the any Manager of its interest under the related Management Agreement, or (iv) waive or release any of its material rights and remedies under the 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 property manager manager, such consent may be conditioned upon Borrower delivering to Lender a Rating Agency Confirmation from each applicable Rating Agency as to such new property manager and management agreement. Notwithstanding evidence that such replacement will not violate or cause a breach or default under any Franchise Agreement or Ground Lease to the foregoingextent such violation, however, provided no breach or default (with or without the passage of time) would result in an Event of Default is continuingDefault, the approval of Lender and the Rating Agencies shall not be that any approvals required with respect under any Franchise Agreement or Ground Lease to the appointment replacement of an Unaffiliated Qualified ManagerManager have been obtained. If at any time Lender consents to the appointment of a new property manager or a Qualified Manager is appointedmanager, such new property manager (including a Qualified Manager) and Borrower Owner shall, as a condition of Lender’s consent, execute (ai) a management agreement in form and substance reasonably acceptable to Lender, and (bii) a subordination of management agreement in a form reasonably acceptable to Lender and (c) deliver an updated non-consolidation opinion in form and substance, and from counsel, reasonably satisfactory to Lender and satisfactory to the Rating Agencies, if such Qualified Manager is an Affiliate of Borrower, Guarantor or Key Principal (the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”)Lender.

Prohibition Against Termination or Modification. In the event that (a) Except as set forth in clause (b) below, neither Borrower enters into a Management Agreement in accordance with the terms hereofnor Leasehold Pledgor shall cause or permit Owner or Operating Lessee, Borrower shall not to (i) surrender, terminate, cancel, materially modify, renew or extend the any Management AgreementAgreement (other than a renewal or extension of a Management Agreement in accordance with its terms), (ii) enter into any other agreement relating to the management or operation of the any Individual Property with any Manager or any other Person, (iii) consent to the assignment by the any Manager of its interest under the related Management Agreement, or (iv) waive or release any of its material rights and remedies under the 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 property manager manager, such consent may be conditioned upon Borrower or Leasehold Pledgor delivering to Lender a Rating Agency Confirmation from each applicable Rating Agency as to such new property manager and management agreement. Notwithstanding evidence that such replacement will not violate or cause a breach or default under any Franchise Agreement or Ground Lease to the foregoingextent such violation, however, provided no breach or default (with or without the passage of time) would result in an Event of Default is continuingDefault, the approval of Lender and the Rating Agencies shall not be that any approvals required with respect under any Franchise Agreement or Ground Lease to the appointment replacement of an Unaffiliated Qualified ManagerManager have been obtained. If at any time Lender consents to the appointment of a new property manager or a Qualified Manager is appointedmanager, such new property manager (including a Qualified Manager) and Borrower Owner and Operating Lessee shall, as a condition of Lender’s consent, execute (ai) a management agreement in form and substance reasonably acceptable to Lender, and (bii) a subordination of management agreement in a form reasonably acceptable to Lender and (c) deliver an updated non-consolidation opinion in form and substance, and from counsel, reasonably satisfactory to Lender and satisfactory to the Rating Agencies, if such Qualified Manager is an Affiliate of Borrower, Guarantor or Key Principal (the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”)Lender.

Prohibition Against Termination or Modification. In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, No Borrower shall not (i) surrender, terminate, cancel, modify, renew or extend the 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 the any Management Agreement, or (iv) waive or release any of its rights and remedies under the any Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed; provided, however, with respect to a new property manager such consent may be conditioned upon Borrower 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 Borrower Borrowers shall, as a condition of Lender’s consent, execute (ai) a management agreement in form and substance reasonably acceptable to Lender, (bii) a subordination of management agreement in a form reasonably acceptable to Lender and (ciii) deliver an updated non-consolidation opinion in form and substance, and from counsel, reasonably satisfactory to Lender and satisfactory to the Rating Agencies, Insolvency Opinion if such Qualified Manager is an Affiliate of any Borrower, any Guarantor or Key Principal (the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”)Principal.

Prohibition Against Termination or Modification. In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, Borrower shall not (i) surrender, terminate, cancel, modify, renew renew, amend or extend any Management Agreement or cause or consent to the Management Agreementsurrender, termination, cancellation, modification, renewal amendment or extension (ii) unless such renewal or extension is commercially reasonably), or enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, (iii) or 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, conditioned or delayed; provided, however, (i) with respect to a new property manager, such new manager shall be a Qualified Manager (and Borrower shall have satisfied each of the conditions set forth in the definition of Qualified Manager which are applicable to such new manager, i.e., delivery of a Rating Agency Confirmation and/or a new or updated Insolvency Opinion, as applicable), and (ii) with respect to a new management agreement, Lender’s consent to such new management agreement may be conditioned upon Borrower 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 agreement if a Securitization shall not be required with respect to the appointment of an Unaffiliated Qualified Managerhave occurred. If at any time Lender consents to the appointment of a new property manager or a Qualified Manager (except in the case where such new manager is appointedBorrower), such new property manager (including a Qualified Manager) and Borrower shall, as a condition of Lender’s consent, execute (a) a management agreement in form and substance reasonably acceptable to Lender, (b) a subordination an Assignment of management agreement in a form reasonably acceptable to Lender and (c) deliver an updated non-consolidation opinion in form and substance, and from counsel, reasonably satisfactory to Lender and satisfactory to the Rating Agencies, if such Qualified Manager is an Affiliate of Borrower, Guarantor or Key Principal (the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”)Management Agreement.

Prohibition Against Termination or Modification. In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, (a) Borrower shall not (i) surrender, terminate, cancel, materially modify, renew or extend the any Management Agreement, (ii) enter into any other agreement relating to the management or operation of the any Individual Property with any Manager or any other Person, (iii) consent to the assignment by the any Manager of its interest under the related Management Agreement, or (iv) waive or release any of its material rights and remedies under the 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 property manager manager, such consent may be conditioned upon Borrower delivering to Lender a Rating Agency Confirmation from each applicable Rating Agency as to such new property manager and management agreement. Notwithstanding evidence that such replacement will not violate or cause a breach or default under any Franchise Agreement or Ground Lease to the foregoingextent such violation, however, provided no breach or default (with or without the passage of time) would result in an Event of Default is continuingDefault, the approval of Lender and the Rating Agencies shall not be that any approvals required with respect under any Franchise Agreement or Ground Lease to the appointment replacement of an Unaffiliated Qualified ManagerManager have been obtained. If at any time Lender consents to the appointment of a new property manager or a Qualified Manager is appointedmanager, such new property manager (including a Qualified Manager) and Borrower shall, as a condition of Lender’s consent, execute (ai) a management agreement in form and substance reasonably acceptable to Lender, and (bii) a subordination of management agreement in a form reasonably acceptable to Lender and (c) deliver an updated non-consolidation opinion in form and substance, and from counsel, reasonably satisfactory to Lender and satisfactory to the Rating Agencies, if such Qualified Manager is an Affiliate of Borrower, Guarantor or Key Principal (the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”)Lender.

Prohibition Against Termination or Modification. In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, Borrower shall not and shall not permit Owner to (i) surrender, terminate, cancel, modifymodify in any material respect, renew (except in accordance with its terms) or extend the Management Agreement, (ii) enter into any other agreement relating to the management or operation of the Property or the Worldwide Plaza Amenities 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 material rights and remedies under the 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 Borrower 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 termination of the Management Agreement (or an Unaffiliated assignment by the Manager of its interest under the Management Agreement) so long as a Qualified ManagerManager is appointed. If at any time Lender consents to the appointment of a new property manager manager, or if at any time a Qualified Manager is appointed, such new property manager (including a Qualified Manager) and Borrower shalland, as a condition of Lender’s consentconsent or of such appointment, as applicable, Borrower shall (or shall cause Owner to) execute (ai) a management agreement in form and substance reasonably acceptable to Lender, and (bii) a subordination of management agreement manager consent in a form reasonably acceptable to Lender and (c) deliver an updated non-consolidation opinion in form and substance, and from counsel, reasonably satisfactory to Lender and satisfactory to the Rating Agencies, if such Qualified Manager is an Affiliate of Borrower, Guarantor or Key Principal (the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”)Lender.

Prohibition Against Termination or Modification. In the event that (a) Except as set forth in clause(b) below, neither Borrower enters into a Management Agreement in accordance with the terms hereofnor Leasehold Pledgor shall, Borrower shall not and nor permit Owner or Operating Lessee, to (i) surrender, terminate, cancel, materially modify, renew or extend the any Management AgreementAgreement (other than a renewal or extension of a Management Agreement in accordance with its terms), (ii) enter into any other agreement relating to the management or operation of the any Individual Property with any Manager or any other Person, (iii) consent to the assignment by the any Manager of its interest under the related Management Agreement, or (iv) waive or release any of its material rights and remedies under the 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 property manager manager, such consent may be conditioned upon Borrower or Leasehold Pledgor delivering to Lender a Rating Agency Confirmation from each applicable Rating Agency as to such new property manager and management agreement. Notwithstanding evidence that such replacement will not violate or cause a breach or default under any Franchise Agreement or Ground Lease to the foregoingextent such violation, however, provided no breach or default (with or without the passage of time) would result in an Event of Default is continuingDefault, the approval of Lender and the Rating Agencies shall not be that any approvals required with respect under any Franchise Agreement or Ground Lease to the appointment replacement of an Unaffiliated Qualified ManagerManager have been obtained. If at any time Lender consents to the appointment of a new property manager or a Qualified Manager is appointedmanager, such new property manager (including a Qualified Manager) and Borrower Owner and Operating Lessee shall, as a condition of Lender’s consent, execute (ai) a management agreement in form and substance reasonably acceptable to Lender, and (bii) a subordination of management agreement in a form reasonably acceptable to Lender and (c) deliver an updated non-consolidation opinion in form and substance, and from counsel, reasonably satisfactory to Lender and satisfactory to the Rating Agencies, if such Qualified Manager is an Affiliate of Borrower, Guarantor or Key Principal (the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”)Lender.

Prohibition Against Termination or Modification. In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, Borrower shall not (i) surrender, terminate, cancel, modify, renew renew, amend, or extend the Management Agreement, (ii) or enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, (iii) or 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 written 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 Borrower delivering a Rating Agency Confirmation from each applicable Rating Agency as to such new property manager and management agreement. Notwithstanding the foregoingagreement and, howeverif such new manager is an Affiliate of Borrower, provided no Event upon delivery of Default is continuing, the approval of Lender and a non-consolidation opinion acceptable to the Rating Agencies shall not be required with respect to the appointment of an Unaffiliated Qualified ManagerAgencies. If at any time Lender consents to the appointment of a new property manager or a Qualified Manager is appointedmanager, such new property manager (including a Qualified Manager) and Borrower shall, as a condition of Lender’s consent, execute (a) a management agreement in form and substance reasonably acceptable to Lender, (b) a subordination of management agreement in the form then used by Lender. Notwithstanding the foregoing, Borrower shall have the right to terminate the Management Agreement and enter into a form new management agreement upon terms reasonably acceptable to Lender with the Approved Property Manager; provided, however, Borrower shall (i) pay all of Lender’s expenses in connection therewith, and (cii) deliver enter into an updated non-consolidation opinion in form and substance, and from counsel, reasonably satisfactory Assignment of Management Agreement with Lender similar to that which Lender and satisfactory to Manager have entered into as of the Rating Agencies, if such Qualified Manager is an Affiliate of Borrower, Guarantor or Key Principal (the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”)date hereof.

Prohibition Against Termination or Modification. In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, Borrower shall not (i) surrender, terminate, cancel, modify, renew or extend the any Management Agreement, (ii) or enter into any other agreement relating to the management or operation of the any Individual Property with Manager or any other Person, (iii) or 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 related 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 Borrower delivering a Rating Agency Confirmation from each applicable Rating Agency as to such new property manager and management agreement. Notwithstanding the foregoingagreement and, howeverif such new manager is an Affiliate of Borrower, provided no Event upon delivery of Default is continuing, the approval of Lender and a non-consolidation opinion acceptable to the Rating Agencies shall not be required with respect to the appointment of an Unaffiliated Qualified ManagerAgencies. If at any time Lender consents to the appointment of a new property manager or a Qualified Manager is appointedmanager, such new property manager (including a Qualified Manager) and the applicable Borrower shall, as a condition of Lender’s consent, execute (a) a management agreement in form and substance reasonably acceptable to Lender, (b) a subordination of management agreement in a the form reasonably acceptable to Lender and (c) deliver an updated non-consolidation opinion then used by Lender. Notwithstanding anything contained in form and substance, and from counsel, reasonably satisfactory to Lender and satisfactory this Section 7.2 to the Rating Agenciescontrary, if such Qualified Xxxxx Management Company, Inc. is hereby approved by Lender as a substitute property manager for any Manager is currently managing an Affiliate Individual Property, provided, that, prior to Xxxxx Management Company, Inc. becoming the manager of Borrowerany Individual Property, Guarantor or Key Principal (Borrower shall be required to satisfy each of the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”)this Section other than obtaining Lender’s approval or a Rating Agency Confirmation.

Prohibition Against Termination or Modification. In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, 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, conditioned or delayed; provided, however, with respect to a new property manager such consent may be conditioned upon Borrower 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 a Qualified Manager. If at Ifat 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 Borrower shall, as a condition of Lender’s consent's consent where same is required hereunder, execute (ai) a management agreement in form and substance reasonably acceptable to Lender, and (bii) a subordination of management agreement in a form reasonably acceptable to Lender and (c) deliver an updated non-consolidation opinion in form and substance, and from counsel, reasonably satisfactory to Lender and satisfactory to the Rating Agencies, if such Qualified Manager is an Affiliate of Borrower, Guarantor or Key Principal (the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”)Lender.

Prohibition Against Termination or Modification. In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, Borrower shall not (ia) surrender, terminate, cancel, modify, renew or extend the Management Agreement (other than a renewal or extension provided for in the Management Agreement), (iib) enter into any new or other agreement relating to the management or operation of the Property Properties with Manager or any other Person, (iiic) consent to the assignment by the Manager of its interest under the Management Agreement, or (ivd) 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, conditioned or delayed; provided, however, with respect to a new property manager and/or a management agreement such consent may be conditioned upon (i) Borrower delivering a Rating Agency Confirmation from each applicable Rating Agency Confirmation, if and to the extent applicable, as to such new property manager and management agreement. Notwithstanding the foregoingagreement and (ii) if such manager is an Affiliate of Borrower, howevera new Insolvency Opinion from counsel, provided no Event of Default is continuingand in form and substance, the approval of reasonably acceptable to Lender and acceptable to the Rating Agencies shall not be required with respect to the appointment of an Unaffiliated Qualified Managerin their sole discretion. If at any time Lender consents to the appointment of a new property manager and/or the execution of a management agreement under this Article 7 or a Qualified Manager is appointedunder Article 8, such new property manager (including a Qualified Manager) and Borrower shall, as a condition of Lender’s consent, execute (a) a management agreement in form and substance reasonably acceptable to Lender, (b) a subordination of management agreement in a the form reasonably acceptable to Lender and (c) deliver an updated non-consolidation opinion in form and substance, and from counsel, reasonably satisfactory to Lender and satisfactory to the Rating Agencies, if such Qualified Manager is an Affiliate of Borrower, Guarantor or Key Principal (the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”)then used by Lender.

Prohibition Against Termination or Modification. In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, 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, conditioned or delayed; provided, however, with respect to a new property manager such consent may be conditioned upon Borrower 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 Borrower shall, as a condition of Lender’s consent, execute (a) a management agreement in form and substance reasonably acceptable to Lender, Lender and (b) a subordination of management agreement in a form reasonably acceptable to Lender and (c) deliver an updated non-consolidation opinion in form and substance, and from counsel, reasonably satisfactory to Lender and satisfactory to the Rating Agencies, if such Qualified Manager is an Affiliate of Borrower, Guarantor or Key Principal (the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”)Lender.

Prohibition Against Termination or Modification. In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, Borrower shall not (i) surrender, terminate, cancel, modify, renew renew, amend, or extend the Management Agreement, (ii) or enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, (iii) or 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 written 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 Borrower delivering a Rating Agency Confirmation from each applicable Rating Agency as to such new property manager and management agreement. Notwithstanding the foregoingagreement and, howeverif such new manager is an Affiliate of Borrower, provided no Event upon delivery of Default is continuing, the approval of Lender and a non-consolidation opinion acceptable to the Rating Agencies shall not be required with respect to the appointment of an Unaffiliated Qualified ManagerAgencies. If at any time Lender consents to the appointment of a new property manager or a Qualified Manager is appointedmanager, such new property manager (including a Qualified Manager) and Borrower shall, as a condition of Lender’s 's consent, execute (a) a management agreement in form and substance reasonably acceptable to Lender, (b) a subordination of management agreement in the form then used by Lender. Notwithstanding the foregoing, Borrower shall have the right to terminate the Management Agreement and enter into a form new management agreement upon terms reasonably acceptable to Lender with the Approved Property Manager; provided, however, Borrower shall (i) pay all of Lender's expenses in connection therewith, and (cii) deliver enter into an updated non-consolidation opinion in form and substance, and from counsel, reasonably satisfactory Assignment of Management Agreement with Lender similar to that which Lender and satisfactory to Manager have entered into as of the Rating Agencies, if such Qualified Manager is an Affiliate of Borrower, Guarantor or Key Principal (the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”)date hereof.

Prohibition Against Termination or Modification. In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, Borrower Borrowers 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 any Property with Manager or any other Person, (iii) consent to the assignment by the Manager of its interest under the any Management Agreement, unless such assignment is in connection with a Permitted Transfer pursuant to Section 8.2.3, 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, conditioned or delayed; provided, however, with respect to a new property manager if the Loan has been securitized then such consent may be conditioned upon Borrower Borrowers delivering a Rating Agency Confirmation from each applicable Rating Agency Confirmation, if and to the extent applicable, as to such new property manager and management agreement. Notwithstanding anything to the foregoingcontrary contained herein, however, provided no Event of Default is continuing, Borrower EAST\87098743.3 shall have the approval of right to “self-manage” the Properties upon written notice to Lender and the Rating Agencies shall not be required provisions in the Loan Documents with respect to the appointment of an Unaffiliated Qualified ManagerManager and the Management Agreement shall not be applicable until such time as Borrower no longer “self-manages” the Properties. If at any time Lender consents to the appointment of a new property manager or a Qualified Manager is appointedmanager, such new property manager (including a Qualified Manager) and Borrower Borrowers shall, as a condition of Lender’s consent, execute (a) a management agreement in form and substance reasonably acceptable to Lender, (b) a subordination of management agreement in a the form reasonably acceptable to Lender and (c) deliver an updated non-consolidation opinion in form and substancethen used by Lender; provided, and from counsel, reasonably satisfactory to Lender and satisfactory to the Rating Agenciesfurther, if such Qualified Manager the management of the Property changes in connection with a Permitted Transfer, (x) Lender shall reasonably approve a third party manager and the applicable replacement management agreement or (y) if the replacement manager is an Affiliate of Borrower, Guarantor or Key Principal (the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”)a Person permitted pursuant to Section 8.2.3 Lender consent shall not be required.

Prohibition Against Termination or Modification. In the event that (a) Except as set forth in clause(b) below, neither Borrower enters into a Management Agreement in accordance with the terms hereofnor Leasehold Pledgor shall, Borrower shall not and nor permit Owner or Operating Lessee, to (i) surrender, terminate, cancel, materially modify, renew or extend the any Management AgreementAgreement (other than a renewal or extension of a Management Agreement in accordance with its terms), (ii) enter into any other agreement relating to the management or operation of the any Individual Property with any Manager or any other Person, (iii) consent to the assignment by the any Manager of its interest under the related Management Agreement, or (iv) waive or release any of its material rights and remedies under the 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 property manager manager, such consent may be conditioned upon Borrower or Leasehold Pledgor delivering to Lender a Rating Agency Confirmation from each applicable Rating Agency as to such new property manager and management agreement. Notwithstanding evidence that such replacement will not violate or cause a breach or default under any Franchise Agreement to the foregoingextent such violation, however, provided no breach or default (with or without the passage of time) would result in an Event of Default is continuingDefault, the approval of Lender and the Rating Agencies shall not be that any approvals required with respect under any Franchise Agreement to the appointment replacement of an Unaffiliated Qualified ManagerManager have been obtained. If at any time Lender consents to the appointment of a new property manager or a Qualified Manager is appointedmanager, such new property manager (including a Qualified Manager) and Borrower Owner and Operating Lessee shall, as a condition of Lender’s consent, execute (ai) a management agreement in form and substance reasonably acceptable to Lender, and (bii) a subordination of management agreement in a form reasonably acceptable to Lender and (c) deliver an updated non-consolidation opinion in form and substance, and from counsel, reasonably satisfactory to Lender and satisfactory to the Rating Agencies, if such Qualified Manager is an Affiliate of Borrower, Guarantor or Key Principal (the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”)Lender.

Prohibition Against Termination or Modification. In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, Borrower shall not (i) surrender, terminate, cancel, modify, renew or extend the any Management Agreement, (ii) or enter into any other agreement relating to the management or operation of the Individual Property with Manager or any other Person, (iii) or 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 related 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 Borrower delivering a Rating Agency Confirmation from each applicable Rating Agency as to such new property manager and management agreement. Notwithstanding the foregoingagreement and, howeverif such new manager is an Affiliate of Borrower, provided no Event upon delivery of Default is continuing, the approval of Lender and a non-consolidation opinion acceptable to the Rating Agencies shall not be required with respect to the appointment of an Unaffiliated Qualified ManagerAgencies. If at any time Lender consents to the appointment of a new property manager or a Qualified Manager is appointedmanager, such new property manager (including a Qualified Manager) and the applicable Borrower shall, as a condition of Lender’s consent, execute (a) a management agreement in form and substance reasonably acceptable to Lender, (b) a subordination of management agreement in a the form reasonably acceptable to Lender and (c) deliver an updated non-consolidation opinion then used by Lender. Notwithstanding anything contained in form and substance, and from counsel, reasonably satisfactory to Lender and satisfactory this Section 7.2 to the Rating Agenciescontrary, if such Qualified Xxxxx Management Company, Inc. is hereby approved by Lender as a substitute property manager for any Manager is currently managing an Affiliate Individual Property, provided, that, prior to Xxxxx Management Company, Inc. becoming the manager of Borrowerthe Individual Property, Guarantor or Key Principal (Borrower shall be required to satisfy each of the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”)this Section other than obtaining Lender’s approval or a Rating Agency Confirmation.

Prohibition Against Termination or Modification. In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, Borrower shall not nor shall Borrower permit Mortgage Borrower to (i) surrender, terminate, cancel, modify, renew or extend the a Management Agreement, (ii) enter into any other agreement relating to the management or operation of the a Property owned by it with Manager or any other Person, (iii) consent to the assignment by the Manager of its interest under the any Management Agreement, or (iv) waive or release any of its rights and remedies under the any Management Agreement, in each case without the express consent of LenderAgent, 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 Borrower 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 Agent and the Rating Agencies shall not be required with respect to the appointment of an Unaffiliated a Qualified Manager. If at any time Lender Agent consents to the appointment of a new property manager or a Qualified Manager is appointed, such new property manager (including a Qualified Manager) and the applicable Borrower shall, as a condition of LenderAgent’s consent, cause the Mortgage Borrower to execute (ai) a management agreement in form and substance reasonably acceptable to LenderAgent, and (bii) a subordination of management agreement in a form reasonably acceptable to Lender and (c) deliver an updated non-consolidation opinion in form and substance, and from counsel, reasonably satisfactory to Lender and satisfactory to the Rating Agencies, if such Qualified Manager is an Affiliate of Borrower, Guarantor or Key Principal (the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”)Agent.

Prohibition Against Termination or Modification. In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, Borrower shall not and shall not permit Owner to (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, conditioned or delayed; provided, however, with respect to a new property manager such consent may be conditioned upon Borrower 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 Borrower shall, as a condition of Lender’s consent, execute (ai) a management agreement in form and substance reasonably acceptable to Lender, Lender and (bii) a subordination of management agreement in a form reasonably acceptable to Lender and (c) deliver an updated non-consolidation opinion in form and substance, and from counsel, reasonably satisfactory to Lender and satisfactory to the Rating Agencies, if such Qualified Manager is an Affiliate of Borrower, Guarantor or Key Principal (the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”).Lender.‌

Prohibition Against Termination or Modification. In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, Borrower Neither Borrowers nor Operating Lessees shall not (i) surrender, terminate, cancel, modify, renew or extend the 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 the any Management Agreement, or (iv) waive or release any of its material rights and remedies under the 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 Borrower Borrowers or Operating Lessees 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 a 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 the applicable Borrower and Operating Lessee shall, as a condition of Lender’s consent, execute (ai) a management agreement in form and substance reasonably acceptable to Lender, and (bii) a subordination of management agreement in a form reasonably acceptable to Lender, provided, that Lender hereby acknowledges and (c) deliver an updated non-consolidation opinion agrees that any subordination of management agreement in substantially the form and substance, and from counsel, reasonably satisfactory of the Assignment of Management Agreement shall be acceptable to Lender and satisfactory to the Rating Agencies, if such Qualified Manager is an Affiliate of Borrower, Guarantor or Key Principal (the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”)Lender.

Prohibition Against Termination or Modification. In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, No Borrower shall not (i) surrender, terminate, cancel, modify, renew or extend the any Management Agreement, (ii) or enter into any other agreement relating to the management or operation of the any Individual Property with Manager or any other Person, (iii) or 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 related 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 Borrower Borrowers delivering a Rating Agency Confirmation from each applicable Rating Agency as to such new property manager and management agreement. Notwithstanding the foregoingagreement and, howeverif such new manager is an Affiliate of Borrowers, provided no Event upon delivery of Default is continuing, the approval of Lender and a non-consolidation opinion acceptable to the Rating Agencies shall not be required with respect to the appointment of an Unaffiliated Qualified ManagerAgencies. If at any time Lender consents to the appointment of a new property manager or a Qualified Manager is appointedmanager, such new property manager (including a Qualified Manager) and the applicable Borrower shall, as a condition of Lender’s consent, execute (a) a management agreement in form and substance reasonably acceptable to Lender, (b) a subordination of management agreement in a the form reasonably acceptable to Lender and (c) deliver an updated non-consolidation opinion then used by Lender. Notwithstanding anything contained in form and substance, and from counsel, reasonably satisfactory to Lender and satisfactory this Section 7.2 to the Rating Agenciescontrary, if such Qualified Xxxxx Management Company, Inc. is hereby approved by Lender as a substitute property manager for any Manager is currently managing an Affiliate Individual Property, provided, that, prior to Xxxxx Management Company, Inc. becoming the manager of Borrowerany Individual Property, Guarantor or Key Principal (Borrowers shall be required to satisfy each of the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”)this Section other than obtaining Lender’s approval or a Rating Agency Confirmation.

Prohibition Against Termination or Modification. In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, Borrower shall not (i) surrender, terminate, cancel, modifymodify in any material respect, renew (except in accordance with its terms) or extend the Management Agreement, (ii) enter into any other agreement relating to the management or operation of the Property or the Worldwide Plaza Amenities 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 material rights and remedies under the 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 Borrower 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 termination of the Management Agreement (or an Unaffiliated assignment by the Manager of its interest under the Management Agreement) so long as a Qualified ManagerManager is appointed. If at any time Lender consents to the appointment of a new property manager manager, or if at any time a Qualified Manager is appointed, such new property manager (including a Qualified Manager) and Borrower shall, as a condition of Lender’s consentconsent or of such appointment, as applicable, execute (ai) a management agreement in form and substance reasonably acceptable to Lender, and (bii) a subordination of management agreement in a form reasonably acceptable to Lender and (c) deliver an updated non-consolidation opinion in form and substance, and from counsel, reasonably satisfactory to Lender and satisfactory to the Rating Agencies, if such Qualified Manager is an Affiliate of Borrower, Guarantor or Key Principal (the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”)Lender.

Prohibition Against Termination or Modification. In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, Borrower shall not nor shall Borrower permit Mortgage Borrower to (i) surrender, terminate, cancel, modify, renew or extend the a 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 the any Management Agreement, or (iv) waive or release any of its rights and remedies under the any Management Agreement, in each case without the express consent of LenderAgent, 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 Borrower 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 Agent and the Rating Agencies shall not be required with respect to the appointment of an Unaffiliated a Qualified Manager. If at any time Lender Agent consents to the appointment of a new property manager or a Qualified Manager is appointed, such new property manager (including a Qualified Manager) and the applicable Borrower shall, as a condition of LenderAgent’s consent, cause the Mortgage Borrower to execute (ai) a management agreement in form and substance reasonably acceptable to LenderAgent, (bii) a subordination of management agreement in a form reasonably acceptable to Lender Agent, and (ciii) deliver an updated non-consolidation opinion in form and substance, and from counsel, reasonably satisfactory to Lender and satisfactory to the Rating Agencies, Insolvency Opinion if such Qualified Manager manager is an a Borrower Affiliate of Borrower, Guarantor or Key Principal (the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”)Principal.

Prohibition Against Termination or Modification. In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, Borrower shall not (i) surrender, terminate, cancel, modify, renew or extend the Management AgreementAgreement (other than renewal of the existing Management Agreement on the same terms on a year-to-year basis), (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, conditioned or delayed; provided, however, with respect to a new property manager such consent may be conditioned upon Borrower 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 a 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 Borrower shall, as a condition of Lender’s consent, execute (a) a management agreement in form and substance reasonably acceptable to Lender, (b) a subordination of management agreement in a form reasonably acceptable to Lender and (c) deliver an updated non-consolidation opinion in form and substance, and from counsel, reasonably satisfactory to Lender and satisfactory to the Rating Agencies, Insolvency Opinion if such Qualified Manager is an Affiliate of Borrower, Guarantor or Key Principal (the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”)Principal.

Prohibition Against Termination or Modification. In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, Borrower shall not (i) surrender, terminate, cancel, modifymodify in any material, adverse manner, renew or extend the Management Agreement, (ii) or, subject to the provisions of this Section 7.2, enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, (iii) Person or 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 LenderAgent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Borrower, may, without the consent of Agent, terminate the Management Agreement and replace the Manager with respect a Qualified Property Manager; provided, that any such replacement management agreement shall be on arm’s length terms and include market rate economics and Borrower shall cause such Manager to enter into an Assignment of Management Agreement with Agent, substantially in the form entered into by Manager on the Closing Date with such modifications to the same which are reasonably acceptable to both Agent and such Manager. In connection with any such change of management, Borrower hereby agrees that the Property shall be required to maintain a new property manager such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation from each applicable Rating Agency as to such new property manager and management agreementQualified Flag. 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 that the appointment of a new property manager or a Qualified Manager is appointed, such new property manager (including a Qualified Manager) and Borrower shall, as a condition of Lender’s consent, execute (a) a management agreement in form and substance reasonably acceptable to Lender, (b) a subordination of management agreement in a form reasonably acceptable to Lender and (c) deliver an updated non-consolidation opinion in form and substance, and from counsel, reasonably satisfactory to Lender and satisfactory to the Rating Agencies, if such Qualified Manager is an Affiliate of Borrower, Guarantor Borrower shall not surrender, terminate, cancel, modify, renew or Key Principal (extend the foregoing conditions set forth in clauses (a)-(c)Management Agreement without the express consent of Agent, the “New Manager Conditions”)which consent shall not be unreasonably withheld.