Common use of Property Management Agreement Clause in Contracts

Property Management Agreement. Borrower shall (i) cause the applicable Property to be operated pursuant to the applicable Property Management Agreement, if any; (ii) promptly perform and/or observe or cause to be performed and/or observed in all material respects all of the covenants, agreements and obligations required to be performed and observed by the applicable Borrower under the applicable Property Management Agreement, if any, and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iii) promptly notify Lender of any default under or any material adverse change with respect to any Property Management Agreement, if any; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, and/or notices of default received by the applicable Borrower under the applicable Property Management Agreement, if any; and (v) use best efforts to promptly enforce or cause to be enforced in all material respects the performance and observance of all of the covenants and agreements required to be performed and/or observed by the applicable Borrower under the applicable Property Management Agreement. Without Lender’s prior written consent, which shall not be unreasonably withheld, Borrower shall not (A) surrender, terminate or cancel any Property Management Agreement; (B) reduce or consent to the reduction of the term of any Property Management Agreement; (C) fail to exercise any option or right to renew or extend the term of any Property Management Agreement; (D) surrender, terminate, forfeit, or suffer or permit the surrender, termination or forfeiture of any Property Management Agreement; (E) increase or consent to the increase of the amount of any charges under any Property Management Agreement; (F) modify, change, supplement, alter or amend any Property Management Agreement or waive any of its rights and remedies under any Property Management Agreement; or (G) grant its consent or approval as may be requested or required in connection with the terms and provisions of any Property Management Agreement. Any Property Management Agreement shall at all times be terminable without payment of a premium or fee immediately upon an Event of Default and otherwise upon not less than thirty (30) days’ prior written notice; provided, however, that without the prior written consent of Lender, Borrower shall not enter into any new agreement, or modify, amend, supplement, assign, replace or terminate any existing agreement, in each case, which provides for the management, leasing and/or operation of the Property or Improvements, provided that Lender shall not unreasonably withhold its consent for any Qualified Replacement Property Management Agreement. Any such agreements must expressly provide that they are subordinate to Lender’s rights and interests under the Loan and the Loan Documents in all respects. All consultants, property managers and leasing agents for the Property shall be subject to Lender’s reasonable prior approval (not to be unreasonably withheld) and, at Lender’s request, Borrower shall cause each such consultant, property manager or leasing agent to execute and deliver to Lender a consent and agreement to the foregoing provisions in form and substance reasonably acceptable to Lender.

Property Management Agreement. The Borrower shall (i) cause enter into the Property Management Agreement concurrently with the Borrower obtaining all necessary Gaming Licenses from the applicable Property to be operated pursuant to Nevada Gaming Authorities. From and after the applicable date on which the Borrower enters into Property Management Agreement, if any; (ii) the Borrower shall at all times promptly perform and/or observe and faithfully perform, or cause to be performed and/or observed performed, in all material respects all of the covenants, conditions and agreements and obligations required contained in the in the Property Management Agreement on the part of the Borrower thereunder to be performed kept and observed by performed. The Borrower, at no cost or expense to the applicable Borrower under the applicable Property Management AgreementAdministrative Agent, if anyshall enforce, and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iii) promptly notify Lender short of any default under termination or any material adverse change with respect to any Property Management Agreementlitigation, if any; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, and/or notices of default received by the applicable Borrower under the applicable Property Management Agreement, if any; and (v) use best efforts to promptly enforce or cause to be enforced in all material respects the performance and observance of all each and every material condition and covenant of the covenants and agreements required to be performed and/or observed by the applicable Borrower Property Manager under the applicable Property Management Agreement where, in the Borrower’s judgment, it is economically practicable to do so. Notwithstanding anything contained herein to the contrary, all Base Fees, Incentive Fees (as such terms are defined in the Property Management Agreement. Without Lender’s prior written consent, which shall not be unreasonably withheld, Borrower shall not (A) surrender, terminate or cancel any Property Management Agreement; (B) reduce or consent and other reimbursements and amounts payable to the reduction Property Manager pursuant to the terms of the term of any Property Management Agreement; (C) fail to exercise any option or right to renew or extend the term of any Property Management Agreement; (D) surrender, terminate, forfeit, or suffer or permit the surrender, termination or forfeiture of any Property Management Agreement; (E) increase or consent to the increase of the amount of any charges under any Property Management Agreement; (F) modify, change, supplement, alter or amend any Property Management Agreement or waive any of its rights (the “Management Fees”) shall accrue without interest and remedies under any not be disbursed by the Borrower to the Property Management Agreement; or (G) grant its consent or approval as may be requested or required in connection with the terms and provisions of any Property Management Agreement. Any Property Management Agreement shall at all times be terminable without payment of a premium or fee immediately upon an Event of Default and otherwise upon not less than thirty (30) days’ prior written noticeManager; provided, however, that without from and after the earlier to occur of (a) the date on which the outstanding principal amount of all Delayed Draw Term Loans has been repaid in full or (b) the date on which EBITDA for the prior written consent twelve (12) month period commencing after the Financial Covenant Effective Date is equal to or greater than $20,000,000 (the “EBITDA Trigger Amount”) (as tested on the last day of Lendereach calendar month), and provided no Default or Event of Default shall have occurred and be continuing, the Borrower shall not enter into any new agreement, or modify, amend, supplement, assign, replace or terminate any existing agreement, be permitted to make payments of the Management Fees to the Property Manager in each case, which provides for accordance with the management, leasing and/or operation terms of the Property or ImprovementsManagement Agreement, including all payment of all Management Fees that have otherwise accrued pursuant to the terms of this Section 7.1.24; provided that Lender further however, and for the avoidance of doubt, if at any time the EBITDA Trigger Amount shall not unreasonably withhold its consent be less than $20,000,000 for any Qualified Replacement twelve (12) consecutive calendar month period and the outstanding principal amount of the Delayed Draw Terms Loans has not been repaid in full, then the Management Fees shall again accrue without interest and not be disbursed by the Borrower to the Property Management AgreementManager until such time as the conditions in clauses (a) or (b) above are satisfied.” SECTION 2.1. Any such agreements must expressly provide that they are subordinate to Lender’s rights 10 Clauses (b), (c) and interests under (d) of Section 7.2.18 of the Loan Agreement are hereby deleted in their entirety and replaced with the Loan Documents in all respects. All consultants, property managers and leasing agents for the Property shall be subject to Lender’s reasonable prior approval (not to be unreasonably withheld) and, at Lender’s request, Borrower shall cause each such consultant, property manager or leasing agent to execute and deliver to Lender a consent and agreement to the foregoing provisions in form and substance reasonably acceptable to Lender.following:

Property Management Agreement. Borrower (a) The management of the Mortgaged Property shall be by either: (i) cause Borrower or an Affiliate of Borrower approved by Lender, or (ii) a professional property management company with substantial experience in managing properties similar to the applicable Improvements in the geographical region where the Improvements are located and which is approved by Lender (as applicable, the "Property to Manager"). All such management shall be operated undertaken pursuant to a written agreement (the applicable "Property Management Agreement, if any; (ii") promptly perform and/or observe or cause to be performed and/or observed in all material respects all of between Borrower and Property Manager and approved by Lender. Lender hereby approves the covenants, agreements and obligations required to be performed and observed by the applicable Borrower under the applicable Property Management AgreementAgreement between Borrower and American Management Services Central LLC, if anydated effective as of September 15, and do all things necessary to preserve and to keep unimpaired its material rights thereunder; 2014 (iii) promptly notify Lender of any default under or any material adverse change with respect to any Property Management Agreement, if any; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, and/or notices of default received by the applicable “Pinnacle PMA”). Borrower under the applicable Property Management Agreement, if any; and (v) use best efforts to promptly enforce or cause to be enforced in all material respects the performance and observance of all of the further covenants and agreements required to be performed and/or observed by the applicable Borrower under the applicable Property Management Agreement. Without Lender’s prior written consent, which shall not be unreasonably withheld, agrees that Borrower shall not (A) surrender, terminate or cancel any require the Property Management Agreement; (B) reduce or consent Manager to the reduction of maintain at all times during the term of this Agreement workers' compensation insurance as required by any Property Management Agreement; Governmental Authority or any Legal Requirements. (Cb) fail to exercise any option or right to renew or extend the term of any Property Management Agreement; (D) surrender, terminate, forfeit, or suffer or permit the surrender, termination or forfeiture of any Property Management Agreement; (E) increase or consent to the increase of the amount of any charges under any Property Management Agreement; (F) modify, change, supplement, alter or amend any Property Management Agreement or waive any of its rights and remedies under any Property Management Agreement; or (G) grant its consent or approval as may be requested or required in connection with the terms and provisions of any Property Management Agreement. Any Property Management Agreement shall at all times be terminable without payment of a premium or fee immediately upon an Event of Default and otherwise upon not less than thirty (30) days’ prior written notice; provided, however, that without Absent obtaining the prior written consent of Lender, Borrower shall not enter into any new agreement, remove or modify, amend, supplement, assign, replace or terminate any existing agreement, in each case, which provides for the management, leasing and/or operation of the Property Manager or Improvementsterminate, provided that Lender shall not unreasonably withhold its consent for any Qualified Replacement modify or amend the Property Management Agreement. Any Lender shall have the right to terminate, or direct Borrower to terminate, such agreements must expressly provide that they are subordinate to Lender’s rights and interests Property Management Agreement in any of the following circumstances: (i) the occurrence of any default under the Loan Property Management Agreement and the Loan Documents expiration of any applicable notice, cure or grace period then in all respects. All consultantseffect with respect thereto, property managers and leasing agents for (ii) the occurrence of any Event of Default, (iii) a change in 50% or more of the ownership of Property Manager or a change otherwise in the effective control over the Property Manager, (iv) any "for cause" reason for termination of the Property Manager including, without limitation, gross negligence, willful misconduct or fraud, or (v) the Property Manager becoming insolvent or a debtor in any bankruptcy or insolvency proceeding. In any circumstance where the Property Management Agreement is terminated, Lender shall be subject entitled to Lender’s reasonable prior approval (not to be unreasonably withheld) approve any new replacement Property Management Agreement and Property Manager and, at Lender’s requestif Borrower fails to promptly act with respect thereto or if an Event of Default has occurred and is then continuing, Lender shall be entitled to retain, or to direct Borrower shall cause each such consultantto retain, property manager or leasing agent to execute and deliver to Lender a consent and agreement new Property Manager pursuant to the foregoing provisions in form and substance Property Management Agreement reasonably acceptable to designated by Lender.

Property Management Agreement. Each Borrower shall (i) cause the applicable Property owned by it to be operated managed pursuant to the applicable a Property Management Agreement, if any; (ii) promptly perform and/or and observe or cause to be performed and/or observed in all material respects all of the covenants, agreements and obligations material covenants required to be performed and observed by the applicable Borrower it under the applicable such Property Management Agreement, if any, Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iii) promptly notify Lender of any default under or any material adverse change with respect to any such Property Management Agreement (or Asset Management Agreement, if any) of which it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures expenditure plan, and/or notices of default and property improvement plan and any other notice, report and estimate received by the applicable such Borrower under the applicable its Property Management Agreement and the Asset Management Agreement, if any; and (v) use best efforts to promptly enforce or cause to be enforced in all material respects the performance and observance of all of the material covenants and agreements required to be performed and/or and observed by the applicable Borrower Property Manager under the applicable such Property Management Agreement and Asset Management Agreement. If any Borrower shall default, beyond applicable notice and cure periods, in the performance or observance of any material term, covenant or condition of any Management Agreement to which such Borrower is a party on the part of such Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing such Borrower from any of its obligations hereunder or under any Management Agreement to which such Borrower is a party, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement(s) to which such Borrower is a party on the part of such Borrower to be performed or observed. Without Lender’s prior written consent, which shall not be unreasonably withheld, no Borrower shall not (Aa) surrender, terminate terminate, cancel, extend or cancel renew (unless on terms substantially the same as the terms of the Management Agreement being so extended or renewed) any Management Agreement or otherwise replace a Property Management AgreementManager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (Bb) reduce or consent to the reduction of the term of any Property its Management AgreementAgreement(s); (C) fail to exercise any option or right to renew or extend the term of any Property Management Agreement; (D) surrender, terminate, forfeit, or suffer or permit the surrender, termination or forfeiture of any Property Management Agreement; (Ec) increase or consent to the increase of the amount of any charges under any Property its Management Agreement; (Fd) otherwise modify, change, supplement, alter or amend in any Property Management Agreement material respect, or waive or release any of its rights and remedies under any Property under, its Management Agreement; Agreement or (Ge) grant suffer or permit the occurrence and continuance of a default beyond any applicable cure period under its consent Management Agreement(s) (or approval as may be requested or required in connection with any successor management agreement) if such default permits a Property Manager to terminate the terms and provisions of any Property Management Agreement. Any Property applicable Management Agreement shall at all times be terminable without payment of a premium (or fee immediately upon an Event of Default and otherwise upon not less than thirty (30) days’ prior written notice; provided, however, that without the prior written consent of Lender, Borrower shall not enter into any new such successor management agreement, or modify, amend, supplement, assign, replace or terminate any existing agreement, in each case, which provides for the management, leasing and/or operation of the Property or Improvements, provided that Lender shall not unreasonably withhold its consent for any Qualified Replacement Property Management Agreement. Any such agreements must expressly provide that they are subordinate to Lender’s rights and interests under the Loan and the Loan Documents in all respects. All consultants, property managers and leasing agents for the Property shall be subject to Lender’s reasonable prior approval (not to be unreasonably withheld) and, at Lender’s request, Borrower shall cause each such consultant, property manager or leasing agent to execute and deliver to Lender a consent and agreement to the foregoing provisions in form and substance reasonably acceptable to Lender).

Property Management Agreement. The Borrower shall (i) cause the applicable Property to be operated pursuant to the applicable Property Management Agreementat all times promptly and faithfully perform, if any; (ii) promptly perform and/or observe or cause to be performed and/or observed performed, in all material respects all of the covenants, conditions and agreements and obligations required contained in the Property Management Agreement on the part of the Borrower thereunder to be performed kept and observed by performed. The Borrower, at no cost or expense to the applicable Borrower under the applicable Property Management AgreementAdministrative Agent, if anyshall enforce, and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iii) promptly notify Lender short of any default under termination or any material adverse change with respect to any Property Management Agreementlitigation, if any; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, and/or notices of default received by the applicable Borrower under the applicable Property Management Agreement, if any; and (v) use best efforts to promptly enforce or cause to be enforced in all material respects the performance and observance of all each and every material condition and covenant of the covenants and agreements required to be performed and/or observed by the applicable Borrower Property Manager under the applicable Property Management Agreement where, in the Borrower's judgment, it is economically practicable to do so. Notwithstanding anything contained herein to the contrary, all Base Fees, Incentive Fees (as such terms are defined in the Property Management Agreement. Without Lender’s prior written consent, which shall not be unreasonably withheld, Borrower shall not (A) surrender, terminate or cancel any Property Management Agreement; (B) reduce or consent and other reimbursements and amounts payable to the reduction Property Manager pursuant to the terms of the term of any Property Management Agreement; (C) fail to exercise any option or right to renew or extend the term of any Property Management Agreement; (D) surrender, terminate, forfeit, or suffer or permit the surrender, termination or forfeiture of any Property Management Agreement; (E) increase or consent to the increase of the amount of any charges under any Property Management Agreement; (F) modify, change, supplement, alter or amend any Property Management Agreement or waive any of its rights (the “Management Fees”) shall accrue without interest and remedies under any not be disbursed by the Borrower to the Property Management Agreement; or (G) grant its consent or approval as may be requested or required in connection with the terms and provisions of any Property Management Agreement. Any Property Management Agreement shall at all times be terminable without payment of a premium or fee immediately upon an Event of Default and otherwise upon not less than thirty (30) days’ prior written noticeManager; provided, however, that without from and after the date on which EBITDA for the prior written consent twelve (12) month period commencing after the Financial Covenant Effective Date is equal to or greater than $20,000,000 (the “EBITDA Trigger Amount”) (as tested on the last day of Lendereach calendar month), and provided no Default or Event of Default shall have occurred and be continuing, the Borrower shall not enter into any new agreement, or modify, amend, supplement, assign, replace or terminate any existing agreement, be permitted to make payments of the Management Fees to the Property Manager in each case, which provides for accordance with the management, leasing and/or operation terms of the Property Management Agreement, including all payment of all Management Fees that have otherwise accrued pursuant to the terms of this Section 7.1.21; provided further however, and for the avoidance of doubt, if at any time the EBITDA Trigger Amount shall be less than $20,000,000 for any twelve (12) consecutive calendar month period, then the Management Fees shall again accrue without interest and not be disbursed by the Borrower to the Property Manager until such time as the conditions in clauses (a) or Improvements(b) above are satisfied. Notwithstanding anything to the contrary contained herein, the Borrower shall be permitted to disburse from time to time a portion of the Management Fees to the Key Person Manager for reimbursement of certain tax liabilities actually incurred and paid for by the Key Person Manager, provided that Lender shall not unreasonably withhold its consent for any Qualified Replacement Property Management Agreement. Any such agreements must expressly provide that they are subordinate to Lender’s rights and interests under the Loan and the Loan Documents in all respects. All consultantsthat, property managers and leasing agents for the Property shall be subject to Lender’s reasonable prior approval (not to be unreasonably withheld) and, at Lender’s request, Borrower shall cause each such consultant, property manager or leasing agent to execute and deliver to Lender a consent and agreement to the foregoing provisions in form date of any such disbursement of Management Fees, the Key Person Manager shall have submitted to the Lenders a certificate executed by the Key Person Manager certifying that the amount of tax liability requested for reimbursement to the Key Person Manager has been actually incurred and substance reasonably acceptable to Lenderpaid for by the Key Person Manager.

Property Management Agreement. Each Borrower shall (i) cause the applicable Property owned by it to be operated managed pursuant to the applicable Property Management Agreement, if any; (ii) promptly perform and/or and observe or cause to be performed and/or observed in all material respects all of the covenants, agreements and obligations material covenants required to be performed and observed by the applicable Borrower it under the applicable Property Management Agreement, if any, Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iii) promptly notify Lender of any default under or any material adverse change with respect to any the Property Management Agreement, if anyAgreement of which it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures expenditure plan, and/or notices of default and property improvement plan and any other notice, report and estimate received by the applicable such Borrower under the applicable Property Management Agreement, if any; and (v) use best efforts to promptly enforce or cause to be enforced in all material respects the performance and observance of all of the material covenants and agreements required to be performed and/or and observed by the applicable Borrower Property Manager under the applicable Property Management Agreement. If any Borrower shall default, beyond applicable notice and cure periods, in the performance or observance of any material term, covenant or condition of the Property Management Agreement to which such Borrower is a party on the part of such Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing such Borrower from any of its obligations hereunder or under the Property Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Property Management Agreement on the part of such Borrower to be performed or observed. Without Lender’s prior written consent, which shall consent (not to be unreasonably withheld, conditioned or delayed), no Borrower shall not (Aa) surrender, terminate terminate, cancel, extend or cancel renew (unless on terms substantially the same as the terms of the Management Agreement being so extended or renewed) the Management Agreement or otherwise replace Property Manager or enter into any Property Management Agreementother management agreement (except pursuant to Section 5.12.2 below); (Bb) reduce or consent to the reduction of the term of any Property the Management AgreementAgreement(s); (C) fail to exercise any option or right to renew or extend the term of any Property Management Agreement; (D) surrender, terminate, forfeit, or suffer or permit the surrender, termination or forfeiture of any Property Management Agreement; (Ec) increase or consent to the increase of the amount of any charges under any Property the Management Agreement; (Fd) otherwise modify, change, supplement, alter or amend in any Property Management Agreement material respect, or waive or release any of its rights and remedies under any Property under, the Management Agreement; Agreement or (Ge) grant its consent suffer or approval as may be requested permit the occurrence and continuance of a default beyond any applicable cure period under the Management Agreement(s) (or required in connection with any successor management agreement) if such default permits Property Manager to terminate the terms and provisions of any Property Management Agreement. Any Property Management Agreement shall at all times be terminable without payment of a premium (or fee immediately upon an Event of Default and otherwise upon not less than thirty (30) days’ prior written notice; provided, however, that without the prior written consent of Lender, Borrower shall not enter into any new such successor management agreement, or modify, amend, supplement, assign, replace or terminate any existing agreement, in each case, which provides for the management, leasing and/or operation of the Property or Improvements, provided that Lender shall not unreasonably withhold its consent for any Qualified Replacement Property Management Agreement. Any such agreements must expressly provide that they are subordinate to Lender’s rights and interests under the Loan and the Loan Documents in all respects. All consultants, property managers and leasing agents for the Property shall be subject to Lender’s reasonable prior approval (not to be unreasonably withheld) and, at Lender’s request, Borrower shall cause each such consultant, property manager or leasing agent to execute and deliver to Lender a consent and agreement to the foregoing provisions in form and substance reasonably acceptable to Lender).

Property Management Agreement. Borrower (a) Borrowers shall (i) cause the applicable each hotel located on each Property to be operated and managed pursuant to the applicable Property Management Agreement, if any; (ii) promptly perform and/or observe or cause to be performed and/or observed in all material respects and observe, as and when due, all of the covenants, agreements covenants and obligations required to be performed and observed by the applicable any Borrower under the applicable Property Management Agreement, if any, Agreement and do all things necessary to preserve and to keep unimpaired its material all of the rights thereunderof any Borrower under the applicable Property Management Agreement; (iii) promptly notify Lender Agent of any default under or any material adverse change with respect to any Property Management Agreement, if any; (iv) promptly deliver to Lender Agent a copy of each financial statementstatement or report, business plan, capital expenditures budget and/or plan, FF&E budget and/or notices of default plan received by the applicable any Borrower under the applicable any Property Management Agreement, if any; and (v) use best efforts to promptly enforce or cause to be enforced in all material respects the performance and observance of all of the covenants and agreements obligations required to be performed and/or and observed by the applicable Borrower Property Manager under the applicable each Property Management Agreement. Without Lender. (b) Borrowers shall not, without Agent’s prior written consent, which shall not may be unreasonably withheld, Borrower shall not granted or withheld in Agent’s Permitted Discretion: (Ai) surrender, terminate terminate, cancel or cancel assign any Property Management Agreement; (Bii) reduce or consent to the reduction of the term of any Property Management Agreement; (C) fail to exercise any option or right to renew or extend the term of any Property Management Agreement; (D) surrender, terminate, forfeit, or suffer or permit the surrender, termination or forfeiture of any Property Management Agreement; (Eiii) increase or consent to the increase of the amount of any fees or charges under any Property Management Agreement; (Fiv) otherwise modify, change, supplement, alter or amend any Property Management Agreement amend, or waive or release any of its the rights and or remedies of any Borrower under any Property Management Agreement; , (v) suffer or permit the occurrence or continuance of a default beyond any applicable notice and/or cure period under any Property Management Agreement on the part of any Borrower, or (Gvi) fail to take any action which, if not taken, would entitle the Property Manager to terminate any Property Management Agreement (irrespective of whether such failure constitutes a “default” or “event of default” under any Property Management Agreement). (c) Except for ordinary course advances and reimbursements in accordance with the Property Management Agreement which shall be subject to the Assignment of Management Agreement, Borrowers shall not request, suffer or permit the Property Manager to make any loans to any Borrower Party or which are repayable to Property Manager out of any revenue of the Properties, including any loans for working capital. (d) Borrowers shall notify Lender within five (5) Business Days after Property Manager requests that any Borrower consent to or approve any matter which will materially adversely affect any Property, such notice shall include copies of all correspondence and other documentation received by any Borrower related thereto. During the continuance of a DSCR Cash Management Period, no Borrower shall grant its any consent or approval as under the Property Management Agreement, without Agent’s consent (which may be requested given or required withheld in connection with Agent’s sole discretion). (e) If any Property Management Agreement shall be terminated for any reason, Borrowers shall cause a new hotel management company acceptable to Agent to enter into a new management agreement in form and substance acceptable to Agent in its Permitted Discretion prior to the date of such termination. Agent may condition its approval of any new property management agreement on receipt from the replacement property manager of an assignment and subordination of property management agreement, in form and substance satisfactory to Agent in Agent’s Permitted Discretion and a determination, by Agent in its Permitted Discretion, that the terms and provisions of the replacement property management agreement are consistent with this Agreement. (f) Notwithstanding the foregoing, in the event that Borrower has the right to terminate any Property Management Agreement. Any Agreement in accordance with the terms thereof as a result of a purchase by Shelbourne Investors of the Equity Interests owned by RLH in Parent, Borrower may terminate such Property Management Agreement shall at all times be terminable without payment subject to Agent’s approval, in Agent’s Permitted Discretion, of a premium or fee immediately upon an Event of Default replacement Property Manager and otherwise upon not less than thirty (30) days’ prior written notice; provided, however, that without the prior written consent of Lender, Borrower shall not enter into any new agreement, or modify, amend, supplement, assign, replace or terminate any existing agreement, in each case, which provides for the management, leasing and/or operation of the Property or Improvements, provided that Lender shall not unreasonably withhold its consent for any Qualified Replacement a replacement Property Management Agreement. Any such agreements must expressly provide that they are subordinate to Lender’s rights and interests under the Loan and the Loan Documents in all respects. All consultants, property managers and leasing agents for the Property shall be subject to Lender’s reasonable prior approval (not to be unreasonably withheld) and, at Lender’s request, Borrower shall cause each such consultant, property manager or leasing agent to execute and deliver to Lender a consent and agreement to the foregoing provisions in form and substance reasonably acceptable to Lender.