CONDITIONS SATISFACTORY TO LENDER, IT BEING
UNDERSTOOD AND AGREED THAT THE MANAGEMENT FEE FOR SUCH REPLACEMENT MANAGER SHALL
NOT EXCEED THEN PREVAILING MARKET RATES.
WITHOUT LIMITING THE FOREGOING, IN THE
EVENT ANY ASSIGNMENT OF MANAGEMENT AGREEMENT SHALL PERMIT LENDER TO TERMINATE
THE MANAGEMENT AGREEMENT DIRECTLY, UPON LENDER'S ELECTION TO SO TERMINATE ANY
SUCH MANAGEMENT AGREEMENT, BORROWER SHALL REASONABLY COOPERATE AND NOT IN ANY
WAY INTERFERE WITH ANY ACT BY LENDER'S TO SO TERMINATE SUCH MANAGEMENT
AGREEMENT.
(C)
BORROWER SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER
(WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED): (I)
SURRENDER, TERMINATE OR CANCEL THE MANAGEMENT AGREEMENT OR OTHERWISE REPLACE ANY
MANAGER OR ENTER INTO ANY OTHER MANAGEMENT AGREEMENT WITH RESPECT TO ANY
PROPERTY (OR CAUSE OR PERMIT THE APPLICABLE OPERATING LESSEE TO DO ANY OF THE
FOREGOING); (II) REDUCE OR CONSENT TO THE REDUCTION OF THE TERM OF ANY
MANAGEMENT AGREEMENT (OR CAUSE OR PERMIT THE APPLICABLE OPERATING LESSEE TO DO
ANY OF THE FOREGOING); (III) INCREASE OR CONSENT TO THE INCREASE OF THE AMOUNT
OF ANY CHARGES UNDER ANY MANAGEMENT AGREEMENT (OR CAUSE OR PERMIT THE APPLICABLE
OPERATING LESSEE TO DO ANY OF THE FOREGOING); OR (IV) OTHERWISE MODIFY, CHANGE,
SUPPLEMENT, ALTER OR AMEND, OR WAIVE OR RELEASE ANY OF ITS RIGHTS AND REMEDIES
UNDER, ANY MANAGEMENT AGREEMENT IN ANY MATERIAL RESPECT (OR CAUSE OR PERMIT THE
APPLICABLE OPERATING LESSEE TO DO ANY OF THE FOREGOING).
(D)
ANY REPLACEMENT MANAGER SHALL IN ALL EVENTS BE A QUALIFIED
MANAGER, AND SHALL BE A PARTY TO A MANAGEMENT AGREEMENT APPROVED IN WRITING BY
LENDER, IN ITS REASONABLE DISCRETION.
IN THE EVENT ANY NEW MANAGEMENT AGREEMENT
DOES NOT PROVIDE FOR THE PAYMENT OF OPERATING EXPENSES PRIOR TO THE DISTRIBUTION
OF ANY AMOUNTS TO OPERATING LESSEE OR BORROWER AND/OR FOR A RESERVE FOR
REPLACEMENTS THAT MAY BE CONTROLLED BY LENDER, IN ALL INSTANCES ACCEPTABLE TO
LENDER IN ITS REASONABLE DISCRETION, THE LENDER SHALL HAVE THE RIGHT TO REQUIRE
ADEQUATE OPERATING EXPENSES TO BE RESERVED PURSUANT TO SECTION 9.8(A) HEREOF
WITH RESPECT TO SUCH PROPERTIES AND/OR, AS APPLICABLE, REQUIRE ADDITIONAL
REPLACEMENT RESERVE FUNDS IN ACCORDANCE WITH SECTION 9.2(B) HEREOF TO BE
DEPOSITED WITH LENDER BASED ON LENDER'S REASONABLE DETERMINATION WITH RESPECT TO
THE REPLACEMENT NEEDS OF SUCH PROPERTY(IES).
IN ADDITION, ANY NEW OR
REPLACEMENT MANAGER SHALL EXECUTE THE FORM OF ASSIGNMENT AND SUBORDINATION OF
MANAGEMENT AGREEMENT IN A FORM AS MAY BE APPROVED BY LENDER IN ITS REASONABLE
DISCRETION.
66
Section 5.15.
LIENS
Borrower shall not, without the prior written consent of Lender, create, incur,
assume or suffer to exist any Lien on any portion of any Property or permit any
such action to be taken, except Permitted Encumbrances.
Section 5.16.
DEBT CANCELLATION
Borrower shall not cancel or otherwise forgive or release any claim or debt
(other than termination of Leases in accordance herewith) owed to Borrower by
any Person, except for adequate consideration and in the ordinary course of
Borrower's business.
Section 5.17.
ZONING
Borrower shall not initiate or consent to any zoning