Common use of Prohibition Against Termination or Modification Clause in Contracts

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.

Appears in 2 contracts

Samples: Loan Agreement (Generation Income Properties, Inc.), Loan Agreement (Generation Income Properties, Inc.)

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Prohibition Against Termination or Modification. No Borrower shall (i) not surrender, terminate, cancel, modify, renew renew, amend or extend its any Management AgreementAgreement or cause or consent to the surrender, 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 owned by it with Manager or any other Person, (iii) or 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, (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 Borrowers 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 Borrowers Borrower shall, as a condition of Lender’s consent, execute (i) a management agreement in form and substance reasonably acceptable to Lender, (ii) a subordination an Assignment 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 PrincipalManagement Agreement.

Appears in 2 contracts

Samples: Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.), Loan Agreement (Trizec Properties Inc)

Prohibition Against Termination or Modification. No Borrower shall not (i) surrender, terminate, cancel, modifymodify in any material respect, renew (except in accordance with its terms) or extend its the Management Agreement, (ii) enter into any other agreement relating to the management or operation of the Property owned by it or the Worldwide Plaza Amenities with Manager or any other Person, (iii) consent to the assignment by the Manager of its interest under any the Management Agreement, or (iv) waive or release any of its material rights and remedies under any the 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 Borrowers 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 Borrowers Borrower shall, as a condition of Lender’s consentconsent or of such appointment, as applicable, 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 and (iii) deliver an updated Insolvency Opinion if such Qualified Manager is an Affiliate of any Borrower, any Guarantor or Key PrincipalLender.

Appears in 1 contract

Samples: Loan Agreement (New York REIT, Inc.)

Prohibition Against Termination or Modification. No Borrower shall not (i) surrender, terminate, cancel, modify, renew or extend its 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 owned by it with Manager or any other Person, (iii) consent to the assignment by the Manager of its interest under any the Management Agreement, or (iv) waive or release any of its rights and remedies under any 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 Borrowers 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 Borrowers Borrower shall, as a condition of Lender’s consent, execute (ia) a management agreement in form and substance reasonably acceptable to Lender, (iib) a subordination of management agreement in a form reasonably acceptable to Lender and (iiic) deliver an updated Insolvency Opinion if such Qualified Manager is an Affiliate of any Borrower, any Guarantor or Key Principal.

Appears in 1 contract

Samples: Loan Agreement (Clipper Realty Inc.)

Prohibition Against Termination or Modification. No Borrower shall not (i) surrender, terminate, cancel, modify, renew or extend its the 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 the Management Agreement, or (iv) waive or release any of its rights and remedies under any 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 Borrowers 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 Borrowers Borrower shall, as a condition of Lender’s consent, execute (ia) a management agreement in form and substance reasonably acceptable to Lender, Lender and (iib) 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 PrincipalLender.

Appears in 1 contract

Samples: Loan Agreement

Prohibition Against Termination or Modification. No Borrower shall not (i) surrender, terminate, cancel, modify, renew or extend its the 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 the Management Agreement, or (iv) waive or release any of its rights and remedies under any 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 Borrowers 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 Borrowers Borrower shall, as a condition of Lender’s consent, execute (ia) a management agreement in form and substance reasonably acceptable to Lender, Lender and (iib) 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 PrincipalLender.

Appears in 1 contract

Samples: Loan Agreement (Medalist Diversified REIT, Inc.)

Prohibition Against Termination or Modification. No 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 its the Management Agreement, (ii) enter into any other agreement relating to the management or operation of the Property owned by it or the Worldwide Plaza Amenities with Manager or any other Person, (iii) consent to the assignment by the Manager of its interest under any the Management Agreement, or (iv) waive or release any of its material rights and remedies under any the 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 Borrowers 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 Borrowers shalland, as a condition of Lender’s consentconsent or of such appointment, as applicable, Borrower shall (or shall cause Owner to) execute (i) a management agreement in form and substance reasonably acceptable to Lender, and (ii) a subordination of management agreement manager consent 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 PrincipalLender.

Appears in 1 contract

Samples: Mezzanine Loan Agreement (New York REIT, Inc.)

Prohibition Against Termination or Modification. No Neither Borrower nor Security Guarantor shall (i) surrender, terminate, cancel, modify, (other than non-material modifications that do not materially increase any of the obligations of Security Guarantor or decrease any of the material rights of Security Guarantor thereunder), renew or extend its (other than any renewal or extension rights exercised by Manager as of right under the Management Agreement) the Management Agreement, (ii) or enter into any other agreement relating to the management or operation of the any Individual Property owned by it with Manager or any other Person, (iii) or consent to the assignment by the Manager of its interest under any the Management Agreement, or (iv) waive or release any of its rights and remedies under any the Management Agreement, in each case without the express consent of LenderAgent, which consent shall not to be unreasonably withheld, conditioned, given or delayedwithheld in Agent’s sole discretion; provided, howeverthat Agent shall endeavor to respond to any requests for consent in a timely manner and will not unreasonably withhold, 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, condition or delay the approval of Lender and a Qualified Manager if Security Guarantor is required to replace the Rating Agencies shall not be required existing Manager in accordance with respect to the appointment of an Unaffiliated Qualified Managerthis Agreement. If at any time Lender Agent consents to the appointment of a new property manager or a Qualified Manager is appointedmanager, such new property manager (including a Qualified Manager) and Borrowers Security Guarantor shall, as a condition of LenderAgent’s consent, execute (i) a management agreement in form an assignment and substance reasonably acceptable to Lender, (ii) a subordination of management agreement in a the form reasonably acceptable then used by Agent, with reasonable revisions thereto to Lender and (iii) deliver an updated Insolvency Opinion if the extent requested by such Qualified Manager is an Affiliate of any Borrower, any Guarantor or Key Principalnew manager.

Appears in 1 contract

Samples: Loan Agreement (Playa Hotels & Resorts N.V.)

Prohibition Against Termination or Modification. No Borrower Neither Borrowers nor Operating Lessees 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 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 a new property manager such consent may be conditioned upon 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 Borrowers the applicable Borrower and Operating Lessee 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, provided, that Lender hereby acknowledges and (iii) deliver an updated Insolvency Opinion if such Qualified Manager is an Affiliate agrees that any subordination of any Borrower, any Guarantor or Key Principalmanagement agreement in substantially the form of the Assignment of Management Agreement shall be acceptable to Lender.

Appears in 1 contract

Samples: Loan Agreement (American Realty Capital Hospitality Trust, Inc.)

Prohibition Against Termination or Modification. No Borrower shall not and shall not permit Owner to (i) surrender, terminate, cancel, modify, renew or extend its the 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 the Management Agreement, or (iv) waive or release any of its rights and remedies under any 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 Borrowers 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 Borrowers Borrower shall, as a condition of Lender’s consent, execute (i) a management agreement in form and substance reasonably acceptable to Lender, Lender and (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.Lender.‌

Appears in 1 contract

Samples: Mezzanine Loan Agreement

Prohibition Against Termination or Modification. No Borrower Borrowers shall not (i) surrender, terminate, cancel, modify, renew or extend its the Management Agreement, (ii) enter into any other agreement relating to the management or operation of the any 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, 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 any 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 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 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 the form then used by Lender; provided, further, if the management of the Property changes in connection with a form Permitted Transfer, (x) Lender shall reasonably acceptable approve a third party manager and the applicable replacement management agreement or (y) if the replacement manager is a Person permitted pursuant to Section 8.2.3 Lender and (iii) deliver an updated Insolvency Opinion if such Qualified Manager is an Affiliate of any Borrower, any Guarantor or Key Principalconsent shall not be required.

Appears in 1 contract

Samples: Loan Agreement (Cole Credit Property Trust V, Inc.)

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Prohibition Against Termination or Modification. No Borrower shall not nor shall Borrower permit Mortgage Borrower to (i) surrender, terminate, cancel, modify, renew or extend its 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 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 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 Borrowers 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 Borrowers the applicable Borrower shall, as a condition of LenderAgent’s consent, cause the Mortgage Borrower to execute (i) a management agreement in form and substance reasonably acceptable to LenderAgent, and (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 PrincipalAgent.

Appears in 1 contract

Samples: Mezzanine Loan Agreement (Clipper Realty Inc.)

Prohibition Against Termination or Modification. No Borrower shall not (i) surrender, terminate, cancel, modify, renew or extend its the 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 the Management Agreement, or (iv) waive or release any of its rights and remedies under any 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 Borrowers 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 Borrowers Borrower shall, as a condition of Lender’s consent's consent where same is required hereunder, 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 and (iii) deliver an updated Insolvency Opinion if such Qualified Manager is an Affiliate of any Borrower, any Guarantor or Key PrincipalLender.

Appears in 1 contract

Samples: Loan Agreement (Bluerock Residential Growth REIT, Inc.)

Prohibition Against Termination or Modification. No Borrower shall not nor shall Borrower permit Mortgage Borrower to (i) surrender, terminate, cancel, modify, renew or extend its 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 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 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 Borrowers 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 Borrowers the applicable Borrower shall, as a condition of LenderAgent’s consent, cause the Mortgage Borrower to execute (i) a management agreement in form and substance reasonably acceptable to LenderAgent, (ii) a subordination of management agreement in a form reasonably acceptable to Lender Agent, and (iii) deliver an updated Insolvency Opinion if such Qualified Manager manager is an a Borrower Affiliate of any Borrower, any Guarantor or Key Principal.

Appears in 1 contract

Samples: First Mezzanine Loan Agreement (Clipper Realty Inc.)

Prohibition Against Termination or Modification. No Borrower shall not (i) surrender, terminate, cancel, modify, renew or extend its the 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 the Management Agreement, or (iv) waive or release any of its rights and remedies under any 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 Borrowers Borrower delivering a Rating Agency Confirmation from each applicable Rating Agency 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 Borrowers 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 and (iii) deliver an updated Insolvency Opinion if such Qualified Manager is an Affiliate of any Borrower, any Guarantor or Key PrincipalLender.

Appears in 1 contract

Samples: Loan Agreement (Carter Validus Mission Critical REIT, Inc.)

Prohibition Against Termination or Modification. No Borrower shall (i) not surrender, terminate, cancel, modify, renew or extend its any Management Agreement, (ii) or enter into any other agreement relating to the management or operation of the Individual Property owned by it with Manager or any other Person, (iii) or 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 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 Borrowers 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 Borrowers the applicable Borrower 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 the form then used by Lender. Notwithstanding anything contained in this Section 7.2 to the contrary, Xxxxx Management Company, Inc. is hereby approved by Lender as a form reasonably acceptable substitute property manager for any Manager currently managing an Individual Property, provided, that, prior to Lender and (iii) deliver an updated Insolvency Opinion if such Qualified Manager is an Affiliate Xxxxx Management Company, Inc. becoming the manager of any Borrowerthe Individual Property, any Guarantor Borrower shall be required to satisfy each of the conditions set forth in this Section other than obtaining Lender’s approval or Key Principala Rating Agency Confirmation.

Appears in 1 contract

Samples: Loan Agreement (Wells Real Estate Investment Trust Inc)

Prohibition Against Termination or Modification. No Borrower shall (i) surrender, terminate, cancel, modify, renew or extend its any Management Agreement, (ii) or enter into any other agreement relating to the management or operation of the any Individual Property owned by it with Manager or any other Person, (iii) or 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 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 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 Borrowers the applicable Borrower 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 the form then used by Lender. Notwithstanding anything contained in this Section 7.2 to the contrary, Xxxxx Management Company, Inc. is hereby approved by Lender as a form reasonably acceptable substitute property manager for any Manager currently managing an Individual Property, provided, that, prior to Lender and (iii) deliver an updated Insolvency Opinion if such Qualified Manager is an Affiliate Xxxxx Management Company, Inc. becoming the manager of any BorrowerIndividual Property, any Guarantor Borrowers shall be required to satisfy each of the conditions set forth in this Section other than obtaining Lender’s approval or Key Principala Rating Agency Confirmation.

Appears in 1 contract

Samples: Loan Agreement (Wells Real Estate Investment Trust Inc)

Prohibition Against Termination or Modification. No Borrower shall (i) not surrender, terminate, cancel, modify, renew or extend its any Management Agreement, (ii) or enter into any other agreement relating to the management or operation of the any Individual Property owned by it with Manager or any other Person, (iii) or 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 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 Borrowers 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 Borrowers the applicable Borrower 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 the form then used by Lender. Notwithstanding anything contained in this Section 7.2 to the contrary, Xxxxx Management Company, Inc. is hereby approved by Lender as a form reasonably acceptable substitute property manager for any Manager currently managing an Individual Property, provided, that, prior to Lender and (iii) deliver an updated Insolvency Opinion if such Qualified Manager is an Affiliate Xxxxx Management Company, Inc. becoming the manager of any BorrowerIndividual Property, any Guarantor Borrower shall be required to satisfy each of the conditions set forth in this Section other than obtaining Lender’s approval or Key Principala Rating Agency Confirmation.

Appears in 1 contract

Samples: Loan Agreement (Wells Real Estate Investment Trust Inc)

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