Common use of Operation of Properties Clause in Contracts

Operation of Properties. (a) Borrower shall not cause or permit Mortgage Borrower to, without Lender’s prior consent: (i) surrender, terminate or cancel (or permit to be surrendered, terminated or canceled) any of the Operating Leases or any Operating Lease Guaranty; (ii) reduce or consent to the reduction of (or permit the reduction or the consent to the reduction) of the term of any of the Operating Leases; (iii) decrease or consent to any decrease (or permit to be decreased or the consent to the decrease) of the amount of any rent or other charges payable under any of the Operating Leases; (iv) Transfer, convey, assign, sell, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant an option or options with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, whether or not for consideration) the Properties or any collateral for the Mortgage Loan (or permit Operating Company to do so), in each case without the prior written consent of Lender or except as expressly permitted in Section 5.2.10, or (v) otherwise modify, change, supplement, alter or amend, or waive or release (or permit to be modified, changed, supplemented, altered, amended, waived or released) any of the rights and remedies of Borrower, Mortgage Borrower or any Operating Company under any of the Operating Leases in any material respect or any Operating Lease Guaranty (provided that Lender shall not unreasonably withhold its consent to any modification, change, supplement, alteration, amendment, waiver or release of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document). (b) During the continuance of an Event of Default, Borrower shall not exercise (and shall not cause or permit Mortgage Borrower to exercise) any rights, make any decisions, grant any approvals or otherwise take any action under any Operating Lease, Operating Lease Guaranty or any management agreement without, in each instance, the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion.

Operation of Properties. (a) Borrower shall not, and shall not cause permit or permit allow Mortgage Borrower to permit or allow Operating Lessee to, without Lender’s prior consent: consent (which consent shall not be unreasonably withheld, conditioned or delayed) (i) surrender, terminate or cancel (the Management Agreement; provided, that Borrower may, or permit may allow Mortgage Borrower or Operating Lessee to, without Lender’s consent, replace the Manager so long as the replacement manager is a Qualified Manager pursuant to be surrendered, terminated or canceled) any of the Operating Leases or any Operating Lease Guarantya Replacement Management Agreement; (ii) surrender, terminate or cancel the Franchise Agreement; provided, that Borrower may, or may allow Mortgage Borrower or Operating Lessee to, without Lender’s consent, replace the Franchisor so long as the replacement franchisor is a Qualified Franchisor pursuant to a Replacement Franchise Agreement; (iii) reduce or consent to the reduction of (or permit the reduction term of the Management Agreement or the Franchise Agreement; (iv) increase or consent to the reduction) of the term of any of the Operating Leases; (iii) decrease or consent to any decrease (or permit to be decreased or the consent to the decrease) increase of the amount of any rent charges under the Management Agreement or other charges payable under any of the Operating LeasesFranchise Agreement; (iv) Transfer, convey, assign, sell, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant an option or options with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, whether or not for consideration) the Properties or any collateral for the Mortgage Loan (or permit Operating Company to do so), in each case without the prior written consent of Lender or except as expressly permitted in Section 5.2.10, or (v) otherwise modify, change, supplement, alter or amend, or waive or release (or permit to be modified, changed, supplemented, altered, amended, waived or released) any of the its rights and remedies of Borrowerunder, Mortgage Borrower the Management Agreement or any Operating Company under any of the Operating Leases Franchise Agreement in any material respect or any Operating Lease Guaranty (provided that Lender shall not unreasonably withhold its consent to any modification, change, supplement, alteration, amendment, waiver or release of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document)respect. (b) During Following the occurrence and during the continuance of an Event of Default, Borrower shall not exercise (not, and shall not cause permit or permit Mortgage Borrower to exercise) allow Operating Lessee to, exercise any rights, make any decisions, grant any approvals or otherwise take any action under any Operating Lease, Operating Lease Guaranty the Management Agreement or any management agreement without, in each instance, the Franchise Agreement without the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion.