Common use of Prohibition Against Termination or Modification Clause in Contracts

Prohibition Against Termination or Modification. Borrower shall not (i) surrender, terminate or cancel any Management Agreement, unless (A) Borrower has advised Lender of its intention to terminate the Manager, (B) the replacement manager has delivered to Lender copies of an Assignment of Management Agreement and a cash management agreement in substantially the form of the Cash Management Agreement in each case executed by Borrower and replacement manager and (C) the replacement manager is a Qualified Manager, (ii) modify any Management Agreement in such a way that would have a material adverse effect on the use, operation or value of the Property or the ability of Borrower to pay its obligations in respect of the Loan, (iii) enter into any other agreement with any Person for such Person to act as the manager or operator of the Property, except as provided in this Section 7.2, or (iv) consent to the Transfer by the Manager of its interest under the Management Agreement except as provided in this Section 7.2, in each case without the express consent of Lender, which consent shall not be unreasonably withheld; provided, however, with respect to a new manager (other than a Qualified Manager), such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new manager and management agreement. If at any time Lender consents to the appointment of a new manager, or a new manager is appointed without Lender’s consent being required, (a) such new manager and Borrower shall, as a condition of Lender’s consent, if required, execute an Assignment of Management Agreement and a cash management agreement in substantially the form of the Cash Management Agreement and (b) if such new manager is an Affiliate of Borrower, Borrower shall deliver a non-consolidation opinion acceptable to the Rating Agencies.

Prohibition Against Termination or Modification. Borrower shall not (i) surrender, terminate terminate, cancel or cancel any materially modify the Management Agreement, unless (A) Borrower has advised Lender of its intention to terminate the Manager, (B) the replacement manager has delivered to Lender copies of an Assignment of Management Agreement and a cash management agreement in substantially the form of the Cash Management Agreement in each case executed by Borrower and replacement manager and (C) the replacement manager is a Qualified Manager, (ii) modify any Management Agreement in such a way that would have a material adverse effect on the use, operation or value of the Property or the ability of Borrower to pay its obligations in respect of the Loan, (iii) enter into any other agreement with any Person for such Person relating to act as the manager or operator management of the Property, except as provided in this Section 7.2Property with Manager or any other Person, or (iv) consent to the Transfer assignment by the Manager of its interest under the Management Agreement except as provided in this Section 7.2Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld; provided, however, the Borrower shall have the right at any time upon at least thirty (30) days notice to Lender to replace the Manager with respect to a new property manager provided (other than i) no Event of Default exists or shall occur as a result of such replacement, (ii) either (A) such replacement property manager is a Qualified Manager)Manager or (B) if such replacement property manager is not a Qualified Manager and a Securitization has occurred, such consent may be conditioned upon Borrower delivering delivers to Lender a Rating Agency Confirmation as to such new property manager and property management agreement, and (iii) the property management agreement entered into between the Borrower and such replacement property manager shall be subject to Lender’s approval, which approval shall not be unreasonably withheld. If at any time Lender consents new property manager is an Affiliate of Borrower, then, as a further condition to the appointment replacement of the Manager, Borrower shall be required to deliver to Lender a new managernon-consolidation opinion reasonably acceptable to Lender (or, or in the event that a new manager is appointed without Lender’s consent being requiredSecuritization shall have occurred, (a) acceptable to the Rating Agencies). Any such new property manager and Borrower shall, as a further condition to the replacement of Lender’s consent, if requiredthe Manager, execute an Assignment a subordination of Management Agreement and a cash management agreement in substantially the form of delivered in connection with the Cash Management Agreement and (b) if such new manager is an Affiliate of Borrower, Borrower shall deliver a non-consolidation opinion acceptable to the Rating AgenciesLoan.

Prohibition Against Termination or Modification. Borrower shall not (i) surrender, terminate or cancel any Management Agreement, unless (A) Borrower has advised Lender of its intention to terminate the Manager, (B) the replacement manager has delivered to Lender copies of an Assignment of Management Agreement and a cash management agreement in substantially the form of the Cash Management Agreement in each case executed by Borrower and replacement manager and (C) the replacement manager is a Qualified Manager, (ii) modify any Management Agreement in such a way that would have a material adverse effect on the use, operation or value of the Property or the ability of Borrower to pay its obligations in respect of the Loan, (iii) enter into any other agreement with any Person for such Person to act as the manager or operator of the Property, except as provided in this Section 7.2, or (iv) consent to the Transfer by the Manager of its interest under the Management Agreement except as provided in this Section 7.2, in each case without the express consent of Lender, which consent shall not be unreasonably withheld; provided, however, with respect to a new manager (other than a Qualified Manager), such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new manager and management agreement. If at any time Lender consents to the appointment of a new manager, or a new manager is appointed without Lender’s consent being required, (a) such new manager and Borrower shall, as a condition of Lender’s consent, if required, execute an Assignment of Management Agreement and a cash management agreement in substantially the form of the Cash Management Agreement and (b) if b)if such new manager is an Affiliate of Borrower, Borrower shall deliver a non-consolidation opinion acceptable to the Rating Agencies.

Prohibition Against Termination or Modification. Borrower shall not (i) surrender, terminate terminate, cancel or cancel any materially modify the Management Agreement, unless (A) Borrower has advised Lender of its intention to terminate the Manager, (B) the replacement manager has delivered to Lender copies of an Assignment of Management Agreement and a cash management agreement in substantially the form of the Cash Management Agreement in each case executed by Borrower and replacement manager and (C) the replacement manager is a Qualified Manager, (ii) modify any Management Agreement in such a way that would have a material adverse effect on the use, operation or value of the Property or the ability of Borrower to pay its obligations in respect of the Loan, (iii) enter into any other agreement with any Person for such Person relating to act as the manager management or operator operation of the Property, except as provided in this Section 7.2Property with Manager or any other Person, or (iv) consent to the Transfer assignment by the Manager of its interest under the Management Agreement except as provided in this Section 7.2Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld; provided, however, the Borrower shall have the right at any time upon at least thirty (30) days notice to Lender to replace the Manager with respect to a new property manager provided (other than i) no Event of Default exists or shall occur as a result of such replacement, (ii) either (A) such replacement property manager is a Qualified Manager)Manager or (B) if such replacement property manager is not a Qualified Manager and a Securitization has occurred, such consent may be conditioned upon Borrower delivering delivers to Lender a Rating Agency Confirmation as to such new property manager and property management agreement, and (iii) the property management agreement entered into between the Borrower and such replacement property manager shall be subject to Lender’s approval, which approval shall not be unreasonably withheld. If at any time Lender consents new property manager is an Affiliate of Borrower, then, as a further condition to the appointment replacement of the Manager, Borrower shall be required to deliver to Lender a new managernon-consolidation opinion acceptable to Lender (or, or in the event that a new manager is appointed without Lender’s consent being requiredSecuritization shall have occurred, (a) acceptable to the Rating Agencies). Any such new property manager and Borrower shall, as a further condition to the replacement of Lender’s consent, if requiredthe Manager, execute an Assignment a subordination of Management Agreement and a cash management agreement in substantially the form of delivered in connection with the Cash Management Agreement and (b) if such new manager is an Affiliate of Borrower, Borrower shall deliver a non-consolidation opinion acceptable to the Rating AgenciesLoan.