Common use of Prohibition Against Termination or Modification Clause in Contracts

Prohibition Against Termination or Modification. Borrower shall not (a) surrender, terminate, cancel, modify (in any material respect), renew or extend (except where the terms of the renewal or extension are the same as for the immediately preceding period) the Management Agreement, (b) consent to the assignment by any Manager of its interest under the Management Agreement, (c) enter into any new or other agreement relating to the management or operation of the Property with Manager or any other Person, or (d) waive or release (in any material respect) any of its rights and remedies under the Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld; provided, however, with respect to a new manager and/or a Management Agreement such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation, if and to the extent applicable, as to such manager and management agreement. If at any time Lender consents to the appointment of a new property manager and/or the execution of a Management Agreement under this Article 7 or under Article 8, Manager and Borrower shall, as a condition of Lender’s consent, execute a subordination of management agreement in the form then used by Lender.

Prohibition Against Termination or Modification. No Borrower shall, and no Borrower shall not (a) cause or permit any Mortgage Borrower to, surrender, terminate, cancel, modify (in any material respect)modify, renew or extend (except where the terms of the renewal or extension are the same as for the immediately preceding period) the Management Agreement, (b) consent to the assignment by any Manager of its interest under the Management Agreement, (c) or enter into any new or other agreement relating to the management or operation of the Property with the Manager or any other PersonPerson (other than a Manager pursuant to a management agreement approved by Lender), or (d) waive or release (in any material respect) any consent to the assignment by the Manager of its rights and remedies interest under the Management Agreement, in each case without the express written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that with respect to a new manager and/or a Management Agreement manager, such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation, if and to the extent applicable, as to such new manager and management agreement. If at any time Lender consents to the appointment of a new property manager and/or the execution of a Management Agreement under this Article 7 or under Article 8, Manager Borrowers executing an assignment and Borrower shall, as a condition of Lender’s consent, execute a subordination of management agreement substantially in the form then used by Lender (but subordinate to any similar assignment in favor of Mortgage Lender) and, if such manager is an Affiliate of any Borrower, Borrowers shall deliver an Additional Insolvency Opinion acceptable to Lender and the Rating Agencies with respect to such Affiliate Manager.

Prohibition Against Termination or Modification. Except as may be permitted pursuant to the Mortgage Loan Documents, Borrower shall not (a) allow Mortgage Borrower or Mezzanine A Borrower to surrender, terminate, cancel, modify (in any material respect)modify, renew renew, amend or extend (except where the terms of the renewal or extension are the same as for the immediately preceding period) the Management Agreement, (b) consent to the assignment by any Manager of its interest under the Management Agreement, (c) or enter into any new or other agreement relating to the management or operation of the Property with any Manager or any other PersonPersons, or (d) waive or release (in consent to the assignment by any material respect) any Manager of its rights and remedies interest under the Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld; provided, however, with respect to a new manager and/or a Management Agreement management agreement such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation, if and to the extent applicable, Confirmation as to such new manager and management agreementagreement and, if such new manager is an Affiliate of Borrower, upon delivery of a non-consolidation opinion acceptable to the Rating Agencies. If at any time Lender consents to the appointment of a new property manager, such new manager and/or the execution of a Management Agreement under this Article 7 or under Article 8, Manager and Borrower shall, as a condition of Lender’s consent, execute a subordination of management agreement in the form then used by Lender.

Prohibition Against Termination or Modification. Borrower shall not (a) surrender, terminate, cancel, modify (in any material respect)modify, renew or extend the Management Agreement (except where the terms of the other than a renewal or extension are the same as provided for the immediately preceding period) in the Management Agreement), (b) consent to the assignment by any Manager of its interest under the Management Agreement, (c) enter into any new or other agreement relating to the management or operation of the Property Properties with Manager or any other Person, (c) consent to the assignment by Manager of its interest under the Management Agreement, or (d) waive or release (in any material respect) any of its rights and remedies under the Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld; provided, however, with respect to a new manager and/or a Management Agreement management agreement such consent may be conditioned upon (i) Borrower delivering a Rating Agency Confirmation, if and to the extent applicable, as to such manager and management agreementagreement and (ii) if such manager is an Affiliate of Borrower, a new Insolvency Opinion from counsel, and in form and substance, reasonably acceptable to Lender and acceptable to the Rating Agencies in their sole discretion. If at any time Lender consents to the appointment of a new property manager and/or the execution of a Management Agreement management agreement under this Article 7 or under Article 8, Manager such manager and Borrower shall, as a condition of Lender’s consent, execute a subordination of management agreement in the form then used by Lender.

Prohibition Against Termination or Modification. Borrower Operating Lessee shall not (a) surrender, terminate, cancel, modify (in any material respect)materially modify, renew or extend (except where the terms of the renewal or extension are the same as for the immediately preceding period) the Management Agreement, (b) or enter into any other material agreement relating to the management or operation of any Individual Property with Manager or any other Person, or consent to the assignment by any the Manager of its interest under the Management Agreement, (c) enter into any new or other agreement relating to the management or operation of the Property with Manager or any other Person, or (d) waive or release (in any material respect) any of its rights and remedies under the Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld; provided, however, with respect to a new manager and/or a Management Agreement such consent may be conditioned upon Borrower Operating Lessee delivering a Rating Agency Confirmation, if and to the extent applicable, Confirmation as to such new manager and management agreementagreement and, if such new manager is an Affiliate of Operating Lessee, such consent may be further conditioned upon receipt of a New Non-Consolidation Opinion acceptable to Lender and the Rating Agencies, in their sole discretion. If at any time Lender consents to the appointment of a new property manager, such new manager and/or the execution of a Management Agreement under this Article 7 or under Article 8, Manager and Borrower Operating Lessee shall, as a condition of Lender’s consent, execute a subordination of management agreement in the form then used by Lender.