Substitution of Operating Lessee. Notwithstanding anything to the contrary contained herein, Lender may consent to the termination of the Operating Lease and substitution of a new operating lease or if applicable a management agreement entered into pursuant to the formation of the taxable REIT subsidiary (the "New Operating Lease") in its sole discretion. Such consent shall not be required, provided that Lender has received payment in full of any and all actual expenses incurred in connection therewith and the following conditions have been satisfied as of the consummation of the transaction:
(i) the operating lessee under the New Operating Lease (x) is a Qualified Operating Lessee; or (y) is a public company whose shares were initially distributed to the shareholders and unitholders of the REIT and Operating Partnership at the time the new Operating lease is executed;
(ii) the terms of the New Operating Lease, including without limitation, economic provisions, are substantially similar or more preferential to Lender than the Operating Lease;
(iii) the New Operating Lease contains a provision that if, at any time, the Debt Service Coverage Ratio Leases for the immediately preceding twelve (12) month period is less than 1.30x, the Borrower shall, at the request of Lender, terminate the New Operating Lease and replace the Operating Lessee or if applicable the New Manager with a new operating lessee or a new manager approved by Lender, on terms and conditions satisfactory to Lender;
(iv) Lender has received no less than forty-five (45) days' prior written notice of such transfer;
(v) if Qualified Operating Lessee is an Affiliate of Borrower:
Substitution of Operating Lessee. (a) Notwithstanding anything to the contrary contained herein, Lender may consent to the termination of the Operating Lease for an Individual Property in its sole discretion. Such consent of Lender shall not be required, provided that Lender has received payment in full of any and all actual expenses incurred in connection therewith and the following conditions have been satisfied as of the consummation of the transaction:
(i) (x) the Code (or regulations promulgated under the Code) shall have been revised or determined to permit the Borrower or its affiliates to operate the Individual Property directly as determined by a nationally recognized law firm; (y) the Code (or regulations promulgated under the Code) shall have been revised or determined to permit the Borrower to enter into a management agreement rather than an operating lease with respect to the operation of the Individual Property, and the Borrower proposes to enter into a management agreement with a Qualified Manager with respect to the property or (z) is a direct or indirect Subsidiary of the REIT which is a Single Purpose Entity and proposes to enter into a management agreement with a Qualified Manager.
(ii) Lender has received no less than forty-five (45) days prior written notice of such event;
(iii) Lender shall have confirmations from any franchisors under any Franchise Agreements that such Franchise Agreements, or new Franchise Agreements with economic terms no less favorable to the Borrower, shall remain or be in full force and effect after the consummation of such event; and
(iv) Lender shall have confirmations in writing from any applicable Rating Agencies to the effect that such transactions(s) will not result in a re-qualification, reduction or withdrawal of any rating then assigned to any securities in a securitization.
(b) Notwithstanding anything to the contrary contained herein, Lender may consent to the termination of the Operating Lease and substitution of a new operating lease (the "New Operating Lease") in its sole discretion. Such consent shall not be required, provided that Lender has received payment in full of any and all actual expenses incurred in connection therewith and the following conditions have been satisfied as of the consummation of the transaction:
(i) the operating lessee under the New Operating Lease (x) is a Qualified Operating Lessee; or (y) is a public company whose shares were initially distributed to the shareholders and unitholders of the REIT and Ope...
