Common use of Prohibition Against Termination or Modification Clause in Contracts

Prohibition Against Termination or Modification. Borrower shall not surrender, terminate, cancel, modify, renew, amend, or extend the Management Agreement, or enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, or consent to the assignment by the Manager of its interest under the Management Agreement, in each case without the express written consent of Lender, which consent shall not be unreasonably withheld; provided, however, with respect to a new manager such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new manager and management agreement and, if such new manager is an Affiliate of Borrower, upon delivery of a non-consolidation opinion acceptable to the Rating Agencies; provided further, however, that if Borrower satisfies the foregoing conditions, Lender shall not withhold its consent to the appointment of a replacement manager that is an Affiliate of Borrower. Lender shall reasonably cooperate with Borrower, at no cost or expense to Lender, in seeking to obtain a Rating Agency Confirmation from the Rating Agencies for such actions upon the request of Borrower. If at any time Lender consents to the appointment of a new manager, such new manager and Borrower shall, as a condition of Lender’s consent, execute a subordination of management agreement in the form then used by Lender. Borrower shall have the right to amend the Property Management Agreement from time to time in order to comply with applicable Legal Requirements including, without limitation, tax laws pertaining to REIT’s or Guarantor’s status as a real estate investment trust or subsidiary thereof.

Prohibition Against Termination or Modification. Neither Borrower nor Security Guarantor shall not surrender, terminate, cancel, modifymodify (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, amend, renew or extend the Management Franchise Agreement (other than any renewal or extension rights exercised by Franchisor as of right under the Franchise Agreement), or enter into any other franchise agreement relating to the management or operation of the Property with Manager Franchisor or any other Person, or consent to the assignment by the Manager Franchisor of its interest under the Management Franchise Agreement, or waive or release any of its rights and remedies under the Franchise Agreement, in each case without the express written consent of LenderAgent, which consent shall not to be unreasonably withheldgiven or withheld in Agent’s sole discretion; provided, howeverthat (i) Agent shall endeavor to respond to any requests for consent in a timely manner and will not unreasonably withhold, condition or delay any (a) renewals or extensions of a Franchise Agreement upon terms substantially similar to those contained under the applicable existing Franchise Agreement or (b) the approval of a Qualified Franchisor if Security Guarantor is required to replace the existing Franchisor in accordance with respect this Agreement and (ii) if Security Guarantor requests Agent’s consent to a new manager termination of a Franchise Agreement as the result of an event of default by the Franchisor thereunder, if Agent has not responded in writing with its consent or disapproval of such consent may within fifteen (15) Business Days, then Agent shall be conditioned upon Borrower delivering a Rating Agency Confirmation as deemed to have consented to such new manager and management agreement and, if such new manager is an Affiliate of Borrower, upon delivery of a non-consolidation opinion acceptable to the Rating Agencies; provided further, however, that if Borrower satisfies the foregoing conditions, Lender shall not withhold its consent to the appointment of a replacement manager that is an Affiliate of Borrower. Lender shall reasonably cooperate with Borrower, at no cost or expense to Lender, in seeking to obtain a Rating Agency Confirmation from the Rating Agencies for such actions upon the request of Borrowertermination. If at any time Lender Agent consents to the appointment of a new managerfranchisor, such new manager franchisor and Borrower Security Guarantor shall, as a condition of LenderAgent’s consent, execute a subordination of management agreement franchisor comfort letter in the form then used by Lender. Borrower shall have the right reasonably satisfactory to amend the Property Management Agreement from time to time in order to comply with applicable Legal Requirements including, without limitation, tax laws pertaining to REIT’s or Guarantor’s status as a real estate investment trust or subsidiary thereofAgent.

Prohibition Against Termination or Modification. Borrower shall not, without the express written consent of Lender, which consent shall not be unreasonable withheld (i) surrender, terminate, cancel, modify, renew, amend, renew or extend the Management Agreement, or enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, or consent to the assignment by the Manager of its interest under the Management Agreement, in each case without the express written consent of Lender, which consent shall not be unreasonably withheld; provided, however, with respect to a new manager such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new manager and management agreement and, if such new manager is an Affiliate of Borrower, upon delivery of a nonNew Non-consolidation opinion acceptable to Consolidation Opinion, or (ii) surrender, terminate, cancel, modify, renew or extend the Rating AgenciesFranchise Agreement; provided further, howeverprovided, that if Borrower satisfies may, without Lender’s consent, replace the foregoing conditions, Lender shall not withhold its consent Franchisor so long as the replacement franchisor is a Qualified Franchisor pursuant to the appointment of a replacement manager that is an Affiliate of Borrower. Lender shall reasonably cooperate with Borrower, at no cost or expense to Lender, in seeking to obtain a Rating Agency Confirmation from the Rating Agencies for such actions upon the request of BorrowerReplacement Franchise Agreement. If at any time Lender consents to the appointment of a new manager, such new manager and Borrower shall, as a condition of Lender’s consent, execute a subordination of management agreement in the form then used by Lender. Furthermore, in the event that the Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall have the right (a) promptly enter into a Replacement Franchise Agreement with Franchisor or another Qualified Franchisor, as applicable, and (b) provide Lender with an estoppel or comfort letter, in form and substance acceptable to amend the Property Management Agreement Lender, from time to time in order to comply with applicable Legal Requirements includingsuch Franchisor or another Qualified Franchisor, without limitation, tax laws pertaining to REIT’s or Guarantor’s status as a real estate investment trust or subsidiary thereofapplicable.

Prohibition Against Termination or Modification. Borrower shall not (i) surrender, terminate, cancel, terminate or cancel (unless being replaced with a Qualified Manager and a new Management Agreement) or materially modify, renew, amend, renew or extend (unless the renewal or extension is of the same Management Agreement) the Management Agreement, or (ii) enter into any other agreement relating to the management or operation of the Property with Manager or any other PersonPerson (other than the Management Agreement or pursuant to the express terms of the Management Agreement), or (iii) consent to the assignment by the Manager of its interest under the Management Agreement other than to a Qualified Manager, or (iv) waive or release any of its material 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 the appointment by Borrower of a new property manager (other than a Qualified Manager) such consent may also, if all or part of the Loan is being or has been included in a Securitization, be conditioned upon Borrower delivering a Rating Agency Confirmation from each applicable Rating Agency as to such new property manager and its management agreement and, if such new manager is an Affiliate of Borrower, upon delivery of a non-consolidation opinion acceptable to agreement. Notwithstanding the Rating Agencies; provided furtherforegoing, however, that if Borrower satisfies provided no Event of Default is continuing, neither the foregoing conditions, approval of Lender nor a Rating Agency Confirmation shall not withhold its consent be required with respect to the appointment of a replacement manager that is an Affiliate of Borrower. Lender shall reasonably cooperate with Borrower, at no cost or expense to Lender, in seeking to obtain a Rating Agency Confirmation from the Rating Agencies for such actions upon the request of BorrowerQualified Manager. If at any time Lender consents to the appointment of a new managerproperty manager or a Qualified Manager is appointed, such new property manager (including a Qualified Manager) and Borrower shall, as a condition of to Lender’s consent, if required, or to the appointment of a Qualified Manager, execute (i) a management agreement in form and substance substantially similar to the form and substance of the Management Agreement in effect on the Closing Date or as otherwise reasonably acceptable to Lender, and (ii) a subordination of management agreement in a form substantially similar to the form then used by Lender. Borrower shall have the right to amend the Property Assignment of Management Agreement from time entered into on the Closing Date or such other form as is reasonably acceptable to time in order to comply with applicable Legal Requirements including, without limitation, tax laws pertaining to REIT’s or Guarantor’s status as a real estate investment trust or subsidiary thereofLender.

Prohibition Against Termination or Modification. (a) Borrower shall not not, without prior consent of Lender, (i) surrender, terminate, cancel, modify, renew, amend, amend or extend the Management Agreement; provided that Borrower may, or enter into any other agreement relating without Lender’s consent, replace Manager with a Qualified Manager pursuant to the management or operation of the Property with Manager or any other Persona Replacement Management Agreement, (ii) reduce or consent to the assignment by reduction of the Manager term of its interest the Management Agreement, (iii) increase or consent to the increase of the amount of any fees or other charges under the Management Agreement, or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement in each case without any material respect. In connection with the express written consent replacement of LenderManager with a Qualified Manager, which consent Borrower shall not be unreasonably withheld; provided, however, with respect execute and cause Qualified Manager to a new manager such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new manager and execute an assignment of management agreement and, if such new manager is an Affiliate of Borrower, upon delivery of a non-consolidation opinion acceptable to the Rating Agencies; provided further, however, that if Borrower satisfies the foregoing conditions, Lender shall not withhold its consent to the appointment of a replacement manager that is an Affiliate of Borrower. Lender shall reasonably cooperate with Borrower, at no cost or expense to Lender, in seeking to obtain a Rating Agency Confirmation from the Rating Agencies for such actions upon the request of Borrower. If at any time Lender consents to the appointment of a new manager, such new manager and Borrower shall, as a condition of Lender’s consent, execute a subordination of management agreement fees in the form then used by Lender. . (b) In the event that the Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement in accordance with the terms and provisions of this Agreement), Borrower shall have the right to amend the Property promptly enter into a Replacement Management Agreement from time to time with a Qualified Manager. (c) Upon the occurrence and during the continuation of an Event of Default, Borrower shall not exercise any rights, make any decisions, grant any approvals or otherwise take any action under the Management Agreement without the prior consent of Lender, which consent may be granted, conditioned or withheld in order to comply with applicable Legal Requirements including, without limitation, tax laws pertaining to REITLender’s or Guarantor’s status as a real estate investment trust or subsidiary thereofsole discretion.

Prohibition Against Termination or Modification. Borrower shall not surrender, terminate, cancel, modify, renew, amend, or extend the Management Agreement, or enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, or consent to the assignment by the Manager of its interest under the Management Agreement, in each case without the express written consent of Lender, which consent shall not be unreasonably withheld; provided, however, with respect to a new manager such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new manager and management agreement and, if such new manager is an Affiliate of Borrower, upon delivery of a non-consolidation opinion acceptable to the Rating Agencies; provided further, however, that if Borrower satisfies the foregoing conditions, Lender shall not withhold its consent to the appointment of a replacement manager that is an Affiliate of Borrower. Lender shall reasonably cooperate with Borrower, at no cost or expense to Lender, in seeking to obtain a Rating Agency Confirmation from the Rating Agencies for such actions upon the request of Borrower. If at any time Lender consents to the appointment of a new manager, such new manager and Borrower shall, as a condition of Lender’s 's consent, execute a subordination of management agreement in the form then used by Lender. Notwithstanding the foregoing, Borrower shall have the right to amend terminate the Property Management Agreement from time and enter into a new management agreement upon terms reasonably acceptable to time Lender with the Approved Property Manager; provided, however, Borrower shall (i) pay all of Lender's expenses in order connection therewith, and (ii) enter into an Assignment of Management Agreement with Lender similar to comply with applicable Legal Requirements including, without limitation, tax laws pertaining to REIT’s or Guarantor’s status that which Lender and Manager have entered into as a real estate investment trust or subsidiary thereofof the date hereof.

Prohibition Against Termination or Modification. Borrower shall not (i) surrender, terminate, cancel, modify, renew, amend, renew or extend the Management AgreementAgreement (other than renewal of the existing Management Agreement on the same terms on a year-to-year basis), or (ii) enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, or (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 written consent of Lender, which consent shall not be unreasonably withheld; 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 and, if such new manager is an Affiliate of Borrower, upon delivery of a non-consolidation opinion acceptable to agreement. Notwithstanding the Rating Agencies; provided furtherforegoing, however, that if Borrower satisfies provided no Event of Default is continuing, the foregoing conditions, approval of Lender and the Rating Agencies shall not withhold its consent be required with respect to the appointment of a replacement manager that is an Affiliate of Borrower. Lender shall reasonably cooperate with Borrower, at no cost or expense to Lender, in seeking to obtain a Rating Agency Confirmation from the Rating Agencies for such actions upon the request of BorrowerQualified Manager. If at any time Lender consents to the appointment of a new managerproperty manager or a Qualified Manager is appointed, such new manager and Borrower shall, then as a condition of Lender’s consent, (a) such new property manager (including a Qualified Manager) and Mortgage Borrower shall execute a subordination of management agreement in the form then used by and substance reasonably acceptable to Lender. , (b) such new property manager and Borrower shall have the right execute a consent of manager in a form reasonably acceptable to amend the Property Management Agreement from time to time in order to comply with applicable Legal Requirements includingLender and (c) Borrower shall deliver an updated Insolvency Opinion if such Qualified Manager is an Affiliate of Borrower, without limitationMortgage Borrower, tax laws pertaining to REIT’s Guarantor or Guarantor’s status as a real estate investment trust or subsidiary thereofKey Principal.

Prohibition Against Termination or Modification. Borrower shall not surrender, terminate, cancel, modify, renew, amend, or extend the Management Agreement, or enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, or consent to the assignment by the Manager of its interest under the Management Agreement, in each case without the express written consent of Lender, which consent shall not be unreasonably withheld; provided, however, with respect to a new manager such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new manager and management agreement and, if such new manager is an Affiliate of Borrower, upon delivery of a non-consolidation opinion acceptable to the Rating Agencies; provided further, however, that if Borrower satisfies the foregoing conditions, Lender shall not withhold its consent to the appointment of a replacement manager that is an Affiliate of Borrower. Lender shall reasonably cooperate with Borrower, at no cost or expense to Lender, in seeking to obtain a Rating Agency Confirmation from the Rating Agencies for such actions upon the request of Borrower. If at any time Lender consents to the appointment of a new manager, such new manager and Borrower shall, as a condition of Lender’s consent, execute a subordination of management agreement in the form then used by Lender. Notwithstanding the foregoing, Borrower shall have the right to amend terminate the Property Management Agreement from time and enter into a new management agreement upon terms reasonably acceptable to time Lender with the Approved Property Manager; provided, however, Borrower shall (i) pay all of Lender’s expenses in order connection therewith, and (ii) enter into an Assignment of Management Agreement with Lender similar to comply with applicable Legal Requirements including, without limitation, tax laws pertaining to REIT’s or Guarantor’s status that which Lender and Manager have entered into as a real estate investment trust or subsidiary thereofof the date hereof.

Prohibition Against Termination or Modification. Borrower shall not (i) surrender, terminate, cancel, modify, renew, amend, renew or extend the Management AgreementAgreement (other than renewal of the existing Management Agreement on the same terms on a year-to-year basis), or (ii) enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, or (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 written consent of Lender, which consent shall not be unreasonably withheld; 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 and, if such new manager is an Affiliate of Borrower, upon delivery of a non-consolidation opinion acceptable to agreement. Notwithstanding the Rating Agencies; provided furtherforegoing, however, that if Borrower satisfies provided no Event of Default is continuing, the foregoing conditions, approval of Lender and the Rating Agencies shall not withhold its consent be required with respect to the appointment of a replacement manager that is an Affiliate of Borrower. Lender shall reasonably cooperate with Borrower, at no cost or expense to Lender, in seeking to obtain a Rating Agency Confirmation from the Rating Agencies for such actions upon the request of BorrowerQualified Manager. If at any time Lender consents to the appointment of a new managerproperty manager or a Qualified Manager is appointed, such new manager and Borrower shall, then as a condition of Lender’s consent, (a) such new property manager (including a Qualified Manager) and Mortgage Borrower shall execute a subordination of management agreement in the form then used by and substance reasonably acceptable to Lender. , (b) such new property manager and Borrower shall have the right execute a consent of manager in a form reasonably acceptable to amend the Property Management Agreement from time to time in order to comply with applicable Legal Requirements includingLender and (c) Borrower shall deliver an updated Insolvency Opinion if such Qualified Manager is an Affiliate of Borrower, without limitationSenior Borrower, tax laws pertaining to REIT’s Guarantor or Guarantor’s status as a real estate investment trust or subsidiary thereofKey Principal.