Common use of Prohibition Against Termination or Modification Clause in Contracts

Prohibition Against Termination or Modification. Borrower shall not (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 Agent, 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. Notwithstanding the foregoing, however, provided no Event of Default is continuing, the approval of Agent and the Rating Agencies shall not be required with respect to the appointment of a Qualified Manager. If at any time 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 Borrower shall, as a condition of Agent’s consent, execute (i) a management agreement in form and substance reasonably acceptable to Agent, and (ii) a subordination of management agreement in a form reasonably acceptable to Agent.

Prohibition Against Termination or Modification. Borrower shall not (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 Agent, 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. Notwithstanding the foregoing, however, provided no Event of Default is continuing, the approval of Agent and the Rating Agencies shall not be required with respect to the appointment of a Qualified Manager. If at any time 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 Borrower shall, as a condition of Agent’s consent, execute (i) a management agreement in form and substance reasonably acceptable to Agent, and (ii) a subordination of management agreement in a form reasonably acceptable to AgentAgent and (iii) deliver an updated Insolvency Opinion if such manager is an Affiliate of Borrower, Guarantor or Key Principal.

Prohibition Against Termination or Modification. 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 AgentLender, 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. Notwithstanding the foregoing, however, provided no Event of Default is continuing, the approval of Agent Lender and the Rating Agencies shall not be required with respect to the appointment of a Qualified Manager. If at any time Agent 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 AgentLender’s consent, execute (i) a management agreement in form and substance reasonably acceptable to AgentLender, and (ii) a subordination of management agreement in a form reasonably acceptable to AgentLender.

Prohibition Against Termination or Modification. 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 AgentLender, 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 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 Agent Lender and the Rating Agencies shall not be required with respect to the appointment of a an Unaffiliated Qualified Manager. If at any time Agent Xxxxxx 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 AgentXxxxxx’s consent, execute (ia) a management agreement in form and substance reasonably acceptable to Agent, Lender and (iib) a subordination of management agreement in a form reasonably acceptable to AgentLender.

Prohibition Against Termination or Modification. 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 AgentLender, 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 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 Agent Lender and the Rating Agencies shall not be required with respect to the appointment of a an Unaffiliated Qualified Manager. If at any time Agent 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 AgentLender’s consent, execute (ia) a management agreement in form and substance reasonably acceptable to Agent, Lender and (iib) a subordination of management agreement in a form reasonably acceptable to AgentLender.