Common use of Operating Lease Clause in Contracts

Operating Lease. Without Lender’s prior written consent, Borrower shall not permit Mortgage Borrower or Property Owner to (a) surrender, terminate or cancel the Operating Lease; (b) reduce or consent to the reduction of the term of the Operating Lease; (c) increase or consent to the increase of the amount of any charges under the Operating Lease; (d) modify, change, supplement, alter or amend the Operating Lease or waive or release any of Borrower’s or Property Owner’s rights and remedies under the Operating Lease, except as contemplated in connection with a Restructuring; or (e) waive, excuse, condone or in any way release or discharge Operating Lessee of or from Operating Lessee’s material obligations, covenants and/or conditions under the Operating Lease, except to the extent such Operating Lessee’s obligations are assumed in connection with a Restructuring. Notwithstanding the foregoing provisions of this Section 5.2.12 to the contrary, Borrower may cause or permit Mortgage Borrower and Property Owner to amend the Operating Lease without Lender’s prior written consent as follows: (i) in connection with a Release Prepayment, the Operating Lease shall be amended (or deemed amended) to (x) terminate the Operating Lease with respect to the applicable Released Property and (y) reduce the amount of Minimum Rent (as defined in the Operating Lease) by the amount of Minimum Rent allocable to such Released Property as set forth in the Operating Lease; (ii) increase or reduce the amount of Percentage Rent (as defined in the Operating Lease) payable under the Operating Lease; and (iii) increase or reduce the amount of Minimum Rent payable under the Operating Lease; provided, that in the case of an increase in Minimum Rent, such Minimum Rent shall only be increased to the then fair market value, based on transfer pricing studies conducted by an Independent CPA reasonably acceptable to Lender (any “Big 4” Independent CPA being deemed acceptable).

Operating Lease. Without Lender’s prior written consent, Borrower shall not permit cause Mortgage Borrower or and Property Owner to to, (a) surrender, terminate or cancel cause the hotel located on each Individual Property to be operated pursuant to the Operating LeaseLease (which may be assumed as contemplated by a Restructuring); (b) reduce or consent to the reduction promptly perform and/or observe all of the term of material covenants, agreements and obligations required to be performed and observed by Mortgage Borrower and Property Owner under the Operating LeaseLease and do all things necessary to preserve and to keep unimpaired its material rights thereunder, subject to a Restructuring; (c) increase or consent to the increase of the amount promptly notify Lender of any charges default under the Operating Lease; (d) modifypromptly deliver to Lender a copy of each financial statement, changebusiness plan, supplementcapital expenditures plan, alter or amend the Operating Lease or waive or release any of Borrower’s or Property Owner’s rights notice, report and remedies under the Operating Lease, except as contemplated in connection with a Restructuring; or (e) waive, excuse, condone or in any way release or discharge Operating Lessee of or from Operating Lessee’s material obligations, covenants and/or conditions under the Operating Lease, except to the extent such Operating Lessee’s obligations are assumed in connection with a Restructuring. Notwithstanding the foregoing provisions of this Section 5.2.12 to the contrary, Borrower may cause or permit estimate received by Mortgage Borrower and Property Owner to amend the Operating Lease without Lender’s prior written consent as follows: (i) in connection with a Release Prepayment, the Operating Lease shall be amended (or deemed amended) to (x) terminate the Operating Lease with respect to the applicable Released Property and (y) reduce the amount of Minimum Rent (as defined in the Operating Lease) by the amount of Minimum Rent allocable to such Released Property as set forth in under the Operating Lease; (iie) increase or reduce promptly enforce in a commercially reasonable manner the amount performance and observance of Percentage Rent (as defined in all of the covenants and agreements required to be performed and/or observed by Operating Lease) payable Lessee under the Operating Lease; (f) cause Operating Lessee to deposit all Rents from the Properties into the related Property Account or Clearing Account; and (iiig) increase cause Operating Lessee to conduct its business and operations in accordance with the terms of this Agreement, the Senior Mezzanine Loan Agreement and the Mortgage Loan Agreement as if it were a Borrower hereunder and thereunder and not allow or reduce permit Operating Lessee to take any of the amount of Minimum Rent payable under the Operating Lease; providedactions that Borrower, that in the case of an increase in Minimum RentSenior Mezzanine Borrower, such Minimum Rent shall only be increased Mortgage Borrower and Property Owner are prohibited from taking pursuant to the then fair market valueterms of this Agreement, based on transfer pricing studies conducted by an Independent CPA reasonably acceptable to Lender (any “Big 4” Independent CPA being deemed acceptable)the Senior Mezzanine Loan Agreement or the Mortgage Loan Agreement, as applicable.

Operating Lease. Without Lender’s prior written consent(a) Except as provided in Section 5.1.22 of this Agreement, Borrower shall not not, nor shall it permit Mortgage Borrower or Property Owner Operating Lessee to, as applicable (i) breach beyond applicable notice and cure period, any material covenants, agreements and obligations required to (a) surrender, terminate be performed and observed by Mortgage Borrower or cancel the Operating Lease; (b) reduce or consent to the reduction of the term of the Operating Lease; (c) increase or consent to the increase of the amount of any charges under the Operating Lease; (d) modify, change, supplement, alter or amend the Operating Lease or waive or release any of Borrower’s or Property Owner’s rights and remedies Lessee under the Operating Lease, except as contemplated in connection with a Restructuring; (ii) enter into an assignment or (e) waive, excuse, condone sublease of Mortgage Borrower’s or in any way release or discharge Operating Lessee of or from Operating Lessee’s material obligations, covenants and/or conditions under the Operating Lease, except to the extent such Operating Lessee’s obligations are assumed interest in connection with a Restructuring. Notwithstanding the foregoing provisions of this Section 5.2.12 to the contrary, Borrower may cause or permit Mortgage Borrower and Property Owner to amend the Operating Lease without Lender’s prior written consent consent, not to be unreasonably withheld, conditioned or delayed, (iii) amend or terminate or surrender the Operating Lease if such amendment or termination would be reasonably expected to have a material adverse effect on the Property or the Loan, provided, however, that for so long as follows: the parties to the Operating Lease subordinate their respective interests therein to the Lien of the Pledge Agreement, Borrower shall be permitted to cause Mortgage Borrower to amend the Operating Lease to (ia) in connection with a Release Prepaymentextend the term of the Operating Lease, (b) increase the rent payable thereunder or (c) reduce the rent payable thereunder, provided that following such reduction, the base rent per annum payable under the Operating Lease shall not be amended less than ninety percent (or deemed amended90%) to (x) terminate of the Operating Lease with respect to the applicable Released Property and (y) reduce the amount of Minimum Rent (as defined in the Operating Lease) by the amount of Minimum Rent allocable to such Released Property as set forth in the Operating Lease; (ii) increase or reduce the amount of Percentage Rent (as defined in the Operating Lease) base rent per annum, payable under the Operating Lease; and (iii) increase or reduce Lease as of the amount of Minimum Rent payable under the Operating Lease; provided, that in the case of an increase in Minimum Rent, such Minimum Rent shall only be increased to the then fair market value, based on transfer pricing studies conducted by an Independent CPA reasonably acceptable to Lender (any “Big 4” Independent CPA being deemed acceptable).Closing Date

Operating Lease. Without Lender’s prior written consent, Borrower and Operating Lessee shall not permit Mortgage Borrower amend or Property Owner to (a) surrender, terminate or cancel the Operating Lease; (b) reduce or consent to the reduction of the term of the Operating Lease; (c) increase or consent to the increase of the amount of any charges under the Operating Lease; (d) modify, change, supplement, alter or amend modify the Operating Lease or waive or release in any of Borrower’s or Property Owner’s rights and remedies under manner that would affect the Operating Lease, except as contemplated Income from the Property or Lender’s security interest in connection with a Restructuring; or (e) waive, excuse, condone or in any way release or discharge Operating Lessee of or the Rents from Operating Lessee’s material obligations, covenants and/or conditions under the Operating Lease, except to the extent such Operating Lessee’s obligations are assumed in connection with a RestructuringProperty. Notwithstanding the foregoing provisions of this Section 5.2.12 or anything contained herein to the contrary, Borrower may cause and Operating Lessee shall have the right to terminate, amend, or permit Mortgage Borrower and Property Owner to amend modify the Operating Lease without Lenderat any time during the term of the Loan (“Operating Lease Modification”); provided, that such Operating Lease Modification does not cause a breach of any representations, warranties, and/or covenants contained in this Agreement and the other Loan Documents to the extent such representations, warranties and/or covenants do not apply to the status of the Operating Lease. In connection with the Operating Lease Modification which results in the termination of the Operating Lease, Borrower and Operating Lessee shall (at Borrower’s prior written consent as follows: sole cost and expense) (a) provide evidence reasonably satisfactory to Lender of (i) in connection with a Release Prepaymentthe transfer of the Franchise Agreement and the Management Agreement to Borrower, the Operating Lease shall be amended (or deemed amended) to (x) terminate the Operating Lease with respect to the applicable Released Property and (y) reduce the amount of Minimum Rent (as defined in the Operating Lease) by the amount of Minimum Rent allocable to such Released Property as set forth in the Operating Lease; (ii) increase or reduce the amount transfer of Percentage Rent (as defined in the Operating Lease) payable under the Operating Lease; all licenses and permits to Borrower, and (iii) increase or reduce the amount transfer to Borrower of Minimum Rent payable all other documents and instruments required for the operation and maintenance of the Property, (b) execute any amendments to the Loan Documents as Lender may reasonably require and (c) deliver any other documents relating to the Operating Lease Modification, as may reasonably be required by Lender ((a), (b) and (c), collectively, the “Operating Lease Termination Documents”). Upon the delivery of the Operating Lease Termination Documents, Operating Lessee shall be released from all obligations under the Operating Lease; provided, that in the case of an increase in Minimum Rent, such Minimum Rent shall only be increased to the then fair market value, based on transfer pricing studies conducted by an Independent CPA reasonably acceptable to Lender (any “Big 4” Independent CPA being deemed acceptable)Loan Documents.

Operating Lease. Without Lender’s prior written consentNeither Borrower nor Op Co Pledgor shall, Borrower and neither shall not permit Mortgage Borrower or Property Owner to Operating Lessee to, without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed: (ai) surrender, terminate or cancel any Operating Lease or otherwise replace Operating Lessee or enter into any other operating lease with respect to any Individual Property or the Properties; provided, however, at the end of the term of any Operating Lease, Borrower may cause Mortgage Borrower to renew such Operating Lease or enter into a replacement Operating Lease with Operating Lessee on substantially the same terms as the expiring Operating Lease provided Lender shall have the right to approve any other material change thereto; (bii) reduce or consent to the reduction of the term of the any Operating Lease; or (ciii) enter into, amend, modify, waive any material provisions of, increase or consent to reduce the increase of rents under, or shorten the amount of term of, any charges under the Operating Lease; (d) modify, change, supplement, alter or amend the Operating Lease or waive or release any of Borrower’s or Property Owner’s rights and remedies under the Operating Lease, except as contemplated in connection with a Restructuring; or (e) waive, excuse, condone or in any way release or discharge Operating Lessee of or from Operating Lessee’s material obligations, covenants and/or conditions under the Operating Lease, except to the extent such Operating Lessee’s obligations are assumed in connection with a Restructuring. Notwithstanding the foregoing provisions of this Section 5.2.12 4.2.19 or anything to the contrarycontrary contained in Section 4.1.26, Borrower may and Op Co Pledgor shall have the right, without the consent of Lender, to cause or permit Mortgage Borrower and Property Owner Operating Lessee to amend the Operating Lease without Lender’s prior written consent as follows: (i) in connection with upon the release of a Release Prepayment, Property pursuant to the Operating Lease shall be amended (or deemed amended) terms of this Agreement to (x) terminate the Operating Lease with respect to the applicable Released such Release Property and (y) reduce the amount of Minimum Rent (as defined in the Operating Lease) by the amount of Minimum Rent allocable to such Released Property as set forth in the Operating Lease; (ii) increase or reduce the amount of Percentage Rent (as defined in the Operating Lease) payable under the Operating Lease; and (iii) increase or reduce the amount of Minimum Rent payable under the Operating Lease; provided, that in the case of an increase in Minimum Rent, such Minimum Rent shall only be increased to the then fair market value, based on transfer pricing studies conducted by an Independent CPA reasonably acceptable to Lender (any “Big 4” Independent CPA being deemed acceptable)released.

Operating Lease. Without Lender’s prior written consent, Borrower shall not permit Mortgage Borrower or Property Owner to (a) surrender, terminate or cancel Each Operating Lease is in full force and effect and Operating Lessee is in possession of the Operating Leasepremises demised thereunder; (b) reduce neither Mortgage Borrower nor Operating Lessee have entered into any other agreements that have modified, supplemented or consent to the reduction amended any of the term terms and provisions of the any Operating Lease; (c) increase or consent each Operating Lease as amended (if amended) represents the entire agreement between the parties as to the increase premises demised thereunder; (d) no rent or other amounts due under any Operating Lease has been paid more than thirty (30) days in advance of its due date; (e) Operating Lessee has not filed any claim of offset and, to the best knowledge of Borrower, has no charge, lien or claim of offset under any Operating Lease, or otherwise, against the rents or other amounts due or to become due thereunder; (f) Operating Lessee is the owner of the amount “Tenant’s” or “Lessee’s” interest in each Operating Lease and Mortgage Borrower is the owner of the “Landlord’s” or “Lessor’s” interest in each Operating Lease, (g) no transfer or assignment of any charges under interest in any Operating Lease by a Mortgage Loan Party or Loan Party exists except as provided herein and pursuant to the other Loan Documents and the Mortgage Loan Documents, (h) except pursuant to the Leases provided to Lender and Leases of less than 5,000 square feet, Operating Lessee has not sublet any of the Premises demised pursuant to any Operating Lease; (di) modifywithout limiting the foregoing, changeexcept as provided for herein and in the other Loan Documents and the Mortgage Loan Documents, supplement, alter or amend each of Operating Lessee’s and Mortgage Borrower’s interest in each Operating Lease is unencumbered and neither has collaterally assigned the Operating Lease or waive or release any of Borrower’s or Property Owner’s rights and remedies under the Operating Lease, except as contemplated in connection with a Restructuring; or (e) waive, excuse, condone or otherwise encumbered its interests thereunder in any way release or discharge way; (j) neither Operating Lessee of or from Operating Lessee’s material obligations, covenants and/or conditions under the Operating Lease, except to the extent such Operating Lessee’s obligations are assumed in connection with a Restructuring. Notwithstanding the foregoing provisions of this Section 5.2.12 to the contrary, Borrower may cause or permit nor Mortgage Borrower and Property Owner to amend the is in default under any Operating Lease without Lender’s prior written consent as follows: (i) in connection with a Release Prepayment, and neither knows of any event which but for the passage of time or the giving of notice or both would constitute an event of default or breach by Operating Lease shall be amended (Lessee or deemed amended) to (x) terminate the Operating Lease with respect to the applicable Released Property and (y) reduce the amount of Minimum Rent (as defined in the Operating Lease) by the amount of Minimum Rent allocable to such Released Property as set forth in the Operating Lease; (ii) increase or reduce the amount of Percentage Rent (as defined in the Operating Lease) payable Mortgage Borrower under the Operating Lease; and (iiik) increase or reduce the amount a true, correct and complete copy of Minimum Rent payable under the Operating Lease; provided, that in the case of an increase in Minimum Renttogether with any amendment thereto and any ancillary agreement or side letter related thereto, such Minimum Rent shall only be increased have been delivered to the then fair market value, based on transfer pricing studies conducted by an Independent CPA reasonably acceptable to Lender (any “Big 4” Independent CPA being deemed acceptable)Lender.

Operating Lease. Each of Fee Borrower and Leasehold Borrower shall (i) promptly perform and observe all of the covenants required to be performed and observed by it under the Operating Lease and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any default under the Operating Lease of which it is aware; (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received or sent by it under the Operating Lease; and (iv) promptly enforce in accordance with commercially reasonable practices the performance and observance of all of the covenants required to be performed and observed by it under the Operating Lease. Without Lender’s prior written consent, neither Fee Borrower nor Leasehold Borrower shall not permit Mortgage Borrower or Property Owner to (ai) surrender, terminate or cancel the Operating Lease; (bii) reduce or consent to the reduction of the term of the Operating Lease; (ciii) increase or consent to the increase of the amount of any charges under the Operating LeaseLease in any material respect, except as may be required to comply with Legal Requirements applicable to a real estate investment trust, provided that rent under the Operating Lease shall be “market rent” in accordance with real estate investment trust rules and regulations; (div) otherwise modify, change, supplement, alter or amend the Operating Lease amend, or waive or release any of Borrower’s or Property Owner’s its rights and remedies under the Operating Lease, except as contemplated in connection with a Restructuring; or (e) waive, excuse, condone or in any way release or discharge Operating Lessee of or from Operating Lessee’s material obligations, covenants and/or conditions under the Operating Lease, except to the extent such Operating Lessee’s obligations are assumed in connection with a Restructuring. Notwithstanding the foregoing provisions of this Section 5.2.12 to the contrary, Borrower may cause or permit Mortgage Borrower and Property Owner to amend the Operating Lease without Lender’s prior written consent as follows: (i) in connection with a Release Prepaymentunder, the Operating Lease shall be amended or (v) suffer or deemed amended) to (x) terminate permit the occurrence of continuance a default beyond any applicable cure period under the Operating Lease with respect if such default permits any party thereto to the applicable Released Property and (y) reduce the amount of Minimum Rent (as defined in the terminate or cancel such Operating Lease) by the amount of Minimum Rent allocable to such Released Property as set forth in the Operating Lease; (ii) increase or reduce the amount of Percentage Rent (as defined in the Operating Lease) payable under the Operating Lease; and (iii) increase or reduce the amount of Minimum Rent payable under the Operating Lease; provided, that in the case of an increase in Minimum Rent, such Minimum Rent shall only be increased to the then fair market value, based on transfer pricing studies conducted by an Independent CPA reasonably acceptable to Lender (any “Big 4” Independent CPA being deemed acceptable).

Operating Lease. Without Lender’s Borrower and Operating Lessee shall not amend or modify the Operating Lease in any manner that would reasonably be expected to have a Material Adverse Effect without the prior written consentconsent of Lender. Additionally, for so long as Lender and/or Manager are reserving amounts for FF&E and/or any PIP Work, Borrower shall not permit Mortgage Borrower or Property Owner to (a) surrender, terminate or cancel the Operating Lease; (b) reduce or consent to the reduction of the term of the Operating Lease; (c) increase or consent to the increase of the amount of any charges under the Operating Lease; (d) modify, change, supplement, alter or amend the Operating Lease or waive or release any of Borrower’s or Property Owner’s rights and remedies under the Operating Lease, except as contemplated in connection with a Restructuring; or (e) waive, excuse, condone or in any way release or discharge require Operating Lessee of or from Operating Lessee’s material obligations, covenants and/or conditions under to maintain the Operating Lease, except to the extent such Operating Lessee’s obligations are assumed in connection with a Restructuring. Notwithstanding the foregoing provisions of this Section 5.2.12 to the contrary, Borrower may cause or permit Mortgage Borrower and Property Owner to amend the Operating Lease without Lender’s prior written consent as follows: (i) in connection with a Release Prepayment, the Operating Lease shall be amended (or deemed amended) to (x) terminate the Operating Lease with respect to the applicable Released Property and (y) reduce the amount of Minimum Rent Capital Expenditure Reserve (as defined in the Operating Lease). Notwithstanding the foregoing or anything contained herein to the contrary, Borrower and Operating Lessee shall have the right to (i) terminate the Operating Lease at any time during the term of the Loan or (ii) elect not to extend the term of any Operating Lease at the expiration thereof (each of the foregoing, an “Operating Lease Termination”); provided that, such Operating Lease Termination does not cause a breach of any representations, warranties, and/or covenants contained in this Agreement and the other Loan Documents to the extent such representations, warranties and/or covenants do not apply to the status of the Operating Lease. In connection with the Operating Lease Termination, Borrower and Operating Lessee shall (at Borrower’s sole cost and expense) (a) provide evidence reasonably satisfactory to Lender of (i) the transfer of the Franchise Agreement and/or the Management Agreement, as applicable, to Borrower, (ii) the transfer of all licenses and permits to Borrower, (iii) the transfer to Borrower of all other documents and instruments required for the operation and maintenance of the Property, (b) execute any amendments to the Loan Documents as Lender may reasonably require and (c) deliver any other documents relating to the Operating Lease Modification, as may reasonably be required by Lender ((a), (b) and (c), collectively, the amount “Operating Lease Termination Documents”). Upon the delivery of Minimum Rent allocable the Operating Lease Termination Documents, Operating Lessee shall be released from all obligations under the Loan Documents. Notwithstanding the foregoing or anything herein to the contrary, upon the expiration of the term of any Operating Lease, Borrower and Operating Lessee shall have the right, without the prior written consent of Lender to extend the term of such Released Property as Operating Lease for a period of five (5) years, provided that, such extension contains the same material terms and conditions set forth in such Operating Lease, except for a modification of the rent which shall be “market rent” in accordance with REIT rules requirements, which “market rent” shall be evidenced by delivery to Lender of a transfer pricing report prepared by an independent national accounting firm. Borrower and Operating Lessee shall notify and deliver a copy of any extension to Lender within five (5) days of execution. Notwithstanding anything to the contrary contained herein, to the extent Lender’s prior approval is required for any matters relating to the Operating Lease; Lease set forth in this Section 4.1.23, Lender shall have ten (ii10) increase Business Days from receipt of written request and all required information and documentation relating thereto in which to approve or reduce disapprove such matter, provided that such request to Lender is marked in bold lettering with the amount of Percentage Rent following language: “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (as defined in 10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the Operating Lease) payable under envelope containing the Operating Lease; and (iii) increase or reduce request must be marked “PRIORITY”. In the amount of Minimum Rent payable under the Operating Lease; provided, event that in the case of an increase in Minimum Rent, such Minimum Rent shall only be increased Lender fails to respond to the then fair market valuematter in question within such time, based on transfer pricing studies conducted Lender’s approval shall be deemed given for all purposes. Borrower shall provide Lender with such information and documentation as may be reasonably required by an Independent CPA reasonably acceptable to Lender (Lender. No consent, review, processing, administrative or similar fee shall be due in connection with any “Big 4” Independent CPA being deemed acceptable)such approval request.

Operating Lease. Without LenderEach of Borrower and Operating Lessee shall perform and observe as and when required thereunder all of the material covenants required to be performed and observed by it under the Operating Lease, promptly notify Agent of any default (beyond any applicable notice, grace or cure period) under the Operating Lease and promptly deliver to Agent (without duplication) a copy of any notice of a material default or other material notice under any Operating Lease delivered to or from Borrower or Operating Lessee. If at any time, (a) Operating Lessee shall become insolvent or a debtor in a bankruptcy proceeding or (b) Agent or its designee has taken title to the Premises by foreclosure or deed in lieu of foreclosure, has become a mortgagee-in-possession, has appointed a receiver with respect to the Premises or has otherwise taken title to the Premises, Agent shall have the absolute right to (and Borrower and Operating Lessee shall reasonably cooperate and not in any way hinder, delay 62528184 82 or otherwise interfere with Agent’s right to), immediately terminate the Operating Lease under and in accordance with the terms of the Mortgage. Neither Borrower nor Operating Lessee shall, without the prior written consentconsent of Agent, Borrower which consent shall not permit Mortgage Borrower be unreasonably withheld, conditioned or Property Owner to delayed, (ai) surrender, terminate or cancel the Operating Lease or otherwise replace the Operating Lessee or enter into any other operating lease with respect to the Premises, (provided, however, at the end of the term of the Operating Lease; , Borrower and Operating Lessee may renew the Operating Lease or enter into a replacement Operating Lease at a fair market rent required pursuant to the IRC and otherwise on substantially the same terms as the expiring Operating Lease (bbut Agent shall have the right to approve material changes thereto) provided that with respect to any replacement Operating Lease, Borrower and Operating Lessee execute and deliver to Agent a joinder to the Mortgage on the form of the joinder set forth therein pursuant to which Operating Lessee shall subordinate the Operating Lease to the Loan Documents and xxxxx x xxxx and security interest to Agent in the Collateral, (ii) reduce or consent to the reduction of the term of the Operating Lease; Lease or (ciii) increase otherwise amend or consent to the increase of the amount of any charges under the Operating Lease; (d) modify, change, supplement, alter or amend modify the Operating Lease or waive or release any of Borrower’s or Property Owner’s rights and remedies under the Operating Lease, except as contemplated in connection with a Restructuring; or (e) waive, excuse, condone or in any way release or discharge Operating Lessee of or from Operating Lessee’s material obligations, covenants and/or conditions under the Operating Lease, except to the extent such Operating Lessee’s obligations are assumed in connection with a Restructuring. Notwithstanding the foregoing provisions of this Section 5.2.12 to the contrary, Borrower may cause or permit Mortgage Borrower and Property Owner to amend the Operating Lease without Lender’s prior written consent as follows: (i) in connection with a Release Prepayment, the Operating Lease shall be amended (or deemed amended) to (x) terminate the Operating Lease with respect to the applicable Released Property and (y) reduce the amount of Minimum Rent (as defined in the Operating Lease) by the amount of Minimum Rent allocable to such Released Property as set forth in the Operating Lease; (ii) increase or reduce the amount of Percentage Rent (as defined in the Operating Lease) payable under the Operating Lease; and (iii) increase or reduce the amount of Minimum Rent payable under the Operating Lease; provided, that in the case of an increase in Minimum Rent, such Minimum Rent shall only be increased to the then fair market value, based on transfer pricing studies conducted by an Independent CPA reasonably acceptable to Lender (any “Big 4” Independent CPA being deemed acceptable)respect.

Operating Lease. Without Lender’s prior written consentSo long as the Operating Lease remains fully subordinate to the Lien of the Mortgage, Borrower and Operating Lessee shall not permit Mortgage Borrower or Property Owner be permitted to amend the Operating Lease to (a) surrender, terminate or cancel the Operating Lease; (b) reduce or consent to the reduction of extend the term of the Operating Lease; , (b) increase the rent payable thereunder or (c) increase or consent to reduce the increase of rent payable thereunder, provided that, following such reduction, the amount of any charges base rent, per annum, payable under the Operating Lease; (d) modify, change, supplement, alter or amend the Operating Lease or waive or release any of Borrower’s or Property Owner’s rights and remedies under the Operating Lease, except as contemplated in connection with a Restructuring; or (e) waive, excuse, condone or in any way release or discharge Operating Lessee of or from Operating Lessee’s material obligations, covenants and/or conditions under the Operating Lease, except to the extent such Operating Lessee’s obligations are assumed in connection with a Restructuring. Notwithstanding the foregoing provisions of this Section 5.2.12 to the contrary, Borrower may cause or permit Mortgage Borrower and Property Owner to amend the Operating Lease without Lender’s prior written consent as follows: (i) in connection with a Release Prepayment, the Operating Lease shall not be amended less than ninety (or deemed amended90%) to (x) terminate percent of the Operating Lease with respect to the applicable Released Property and (y) reduce the amount of Minimum Rent (as defined in the Operating Lease) by the amount of Minimum Rent allocable to such Released Property as set forth in the Operating Lease; (ii) increase or reduce the amount of Percentage Rent (as defined in the Operating Lease) base rent, per annum, payable under the Operating Lease; and (iii) increase Lease as in effect on the date hereof. Except as provided in the preceding sentence, Obligor shall not amend, modify, supplement or reduce the amount of Minimum Rent payable under alter the Operating Lease; providedLease in any material respect without the prior written consent of Agent, that which consent shall not be unreasonably withheld. With respect to any amendment, modification, supplement or alteration of the Operating Lease for which Agent’s consent is required, if Obligor’s request for consent shall be accompanied by a copy of the proposed amendment, modification, supplement or alteration and shall include within such request for consent a statement in bold face all-capitals “FAILURE OF AGENT TO DISAPPROVE THE ATTACHED OPERATING LEASE AMENDMENT WITHIN FIFTEEN (15) BUSINESS DAYS AFTER RECEIPT SHALL BE DEEMED CONSENT”, then Agent shall be deemed to have consented to such amendment, modification, supplement or alteration of the case Operating Lease if Agent fails to notify Obligor of an increase in Minimum Rent, such Minimum Rent shall only be increased to its disapproval of the then fair market value, based on transfer pricing studies conducted by an Independent CPA reasonably acceptable to Lender same within fifteen (any “Big 4” Independent CPA being deemed acceptable)15) Business Days following Agent’s receipt of the same.

Operating Lease. Without Lender’s prior written consent, neither Borrower shall not permit Mortgage Borrower or nor Property Owner to shall (a) surrender, terminate or cancel the Operating Lease; (b) reduce or consent to the reduction of the term of the Operating Lease; (c) increase or consent to the increase of the amount of any charges under the Operating Lease; (d) modify, change, supplement, alter or amend the Operating Lease or waive or release any of Borrower’s or Property Owner’s rights and remedies under the Operating Lease, except as contemplated in connection with a Restructuring; or (e) waive, excuse, condone or in any way release or discharge Operating Lessee of or from Operating Lessee’s material obligations, covenants and/or conditions under the Operating Lease, except to the extent such Operating Lessee’s obligations are assumed in connection with a Restructuring. Notwithstanding the foregoing provisions of this Section 5.2.12 to the contrary, Borrower may cause or permit Mortgage Borrower and Property Owner to may amend the Operating Lease without Lender’s prior written consent as follows: (i) in connection with a Release Prepayment, upon the release of an Individual Property pursuant to Section 2.5.2 hereof the Operating Lease shall be amended (or deemed amended) to (x) terminate the Operating Lease with respect to the applicable Released such Individual Property or Properties being released (or assigned) and (y) reduce the amount of Minimum Rent (as defined in the Operating Lease) by the amount of Minimum Rent allocable to such Released Individual Property as set forth in the Operating Lease; (ii) increase or reduce the amount of Percentage Rent (as defined in the Operating Lease) payable under the Operating Lease; and (iii) increase or reduce the amount of Minimum Rent payable under the Operating Lease; provided, that in the case of an increase in Minimum Rent, such Minimum Rent shall only be increased to the then fair market value, based on transfer pricing studies conducted by an Independent CPA reasonably acceptable to Lender (any “Big 4” Independent CPA being deemed acceptable).

Operating Lease. Without LenderHotel Owner and Operating Lessee shall cause the Operating Lease to remain in full force and effect at all times unless it is either terminated or canceled with Administrative Agent’s prior written consent. Hotel Owner and Operating Lessee shall not, Borrower shall not permit Mortgage Borrower or Property Owner to without the prior consent of Administrative Agent, (a) surrender, terminate or cancel the Operating Lease; (b) reduce or consent to the reduction of the term of the Operating Lease; , (b) otherwise amend the terms of the Operating Lease (other than to extend or shorten the term thereof, to modify the amount of rent payable thereunder or to reflect the disposition of any Property disposed of pursuant to Article 7, in each case in order to minimize taxes in compliance with Laws generally applicable to real estate investment trusts) or (c) increase surrender, terminate or consent to the increase of the amount of any charges under the Operating Lease; (d) modify, change, supplement, alter or amend cancel the Operating Lease or waive or release enter into any other lease in substitution of Borrower’s or Property Owner’s rights and remedies under the Operating Lease, except as contemplated in connection with a Restructuring; or (e) waive, excuse, condone or in any way release or discharge . Hotel Owner and Operating Lessee of or from Operating Lessee’s material obligations, covenants and/or conditions under the Operating Lease, except to the extent such Operating Lessee’s obligations are assumed in connection with a Restructuring. Notwithstanding the foregoing provisions of this Section 5.2.12 to the contrary, Borrower may cause or permit Mortgage Borrower acknowledge and Property Owner to amend the Operating Lease without Lender’s prior written consent as follows: (i) in connection with a Release Prepayment, agree that the Operating Lease shall be amended subject and subordinate to the Liens, terms and provisions of the Mortgage and the other Loan Documents, all amendments, supplements, restatements, replacements and other modifications thereof and all advances made thereunder. If at any time, (i) Operating Lessee shall become insolvent or deemed amendeda debtor in a bankruptcy proceeding or (ii) Administrative Agent or its designee has taken title to (x) terminate the Operating Lease Property by foreclosure or deed in lieu of foreclosure, has become a mortgagee-in-possession, has appointed a receiver with respect to the applicable Released Property or has otherwise taken title to the Property, Administrative Agent shall have the absolute right to (and (y) reduce the amount of Minimum Rent (as defined Hotel Owner and Operating Lessee shall reasonably cooperate and not in any way hinder, delay or otherwise interfere with Administrative Agent’s right to), immediately terminate the Operating Lease) by the amount . Borrowers shall deliver to Administrative Agent copies of Minimum Rent allocable to such Released Property as set forth in all amendments of the Operating Lease; (ii) increase or reduce the amount of Percentage Rent (as defined in the Operating Lease) payable under the Operating Lease; and (iii) increase or reduce the amount of Minimum Rent payable under the Operating Lease; provided, that in the case of an increase in Minimum Rent, such Minimum Rent shall only be increased to the then fair market value, based on transfer pricing studies conducted by an Independent CPA reasonably acceptable to Lender (any “Big 4” Independent CPA being deemed acceptable)Lease promptly after entering into them.

Operating Lease. Without Lender’s prior written consent(a) With respect to each Operating Lease, Borrower shall not permit Mortgage (i) pay all rents, additional rents and other sums required to be paid by Borrower, under and pursuant to the provisions of each Operating Lease, (ii) diligently perform and observe all of the material terms, covenants and conditions of each Operating Lease on the part of Borrower to be performed, (iii) promptly notify Lender of the giving of any notice under the applicable Operating Lease to Borrower of any default by Borrower, and deliver to Lender a true copy of each such notice within five (5) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or Property Owner insolvency of the landlord under the applicable Operating Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (a5) surrenderBusiness Days of Borrower’s receipt. Borrower shall not, without the prior consent of Lender, surrender the leasehold estate created by the applicable Operating Lease or terminate or cancel the any Operating Lease; (b) reduce Lease or consent to the reduction of the term of the Operating Lease; (c) increase or consent to the increase of the amount of any charges under the Operating Lease; (d) materially modify, change, supplement, alter or amend the Operating Lease or waive or release any of Borrower’s or Property Owner’s rights and remedies under the Operating Lease, except as contemplated in connection with a Restructuring; or (e) waive, excuse, condone either orally or in writing, and if Borrower shall default in the performance or observance of any way release material term, covenant or discharge condition of any Operating Lessee Lease on the part of Borrower, and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or from Operating Lessee’s material obligationstake any action as may be appropriate to cause all of the terms, covenants and/or and conditions under of such Operating Lease on the Operating Leasepart of Borrower to be performed or observed on behalf of Borrower, except to the extent end that the rights of Borrower in, to and under such Operating Lessee’s obligations are assumed in connection with a Restructuring. Notwithstanding the foregoing provisions of this Section 5.2.12 to the contrary, Borrower may cause or permit Mortgage Borrower and Property Owner to amend the Operating Lease without Lender’s prior written consent as follows: (i) in connection with a Release Prepayment, the Operating Lease shall be amended (or deemed amended) to (x) terminate the Operating Lease with respect to the applicable Released Property kept unimpaired and (y) reduce the amount of Minimum Rent (as defined in the Operating Lease) by the amount of Minimum Rent allocable to such Released Property as set forth in the Operating Lease; (ii) increase or reduce the amount of Percentage Rent (as defined in the Operating Lease) payable under the Operating Lease; and (iii) increase or reduce the amount of Minimum Rent payable under the Operating Leasefree from default; provided, however, that in the case of an increase in Minimum Rent, Lender shall have no such Minimum Rent shall only be increased obligation to the then fair market value, based on transfer pricing studies conducted by an Independent CPA reasonably acceptable to Lender (perform any “Big 4” Independent CPA being deemed acceptable)such action.

Operating Lease. Without LenderSPE Owner is the owner and lessor of landlord’s prior written consent, Borrower shall not permit Mortgage Borrower or Property Owner to (a) surrender, terminate or cancel interest in the Operating Lease; (b) reduce or consent to the reduction of the term of the . The Operating Lease; (c) increase or consent to the increase of the amount of any charges Lease is in full force and effect and there is no default thereunder by either party and there are no conditions that would constitute defaults thereunder. No rent under the Operating Lease; Lease has been paid more than one month in advance of its due date. All security deposits (dif any) modifyare held by SPE Owner in accordance with applicable law. All work (if any) to be performed by SPE Owner and TRS Lessee under the Operating Lease has been performed as required and has been accepted by TRS Lessee, changeand any payments, supplementfree rent, alter partial rent, rebate of rent or amend other payments, credits, allowances or abatements required to be given by SPE Owner to TRS Lessee has already been received by TRS Lessee. There has been no prior sale, transfer, assignment, hypothecation or pledge of the Operating Lease or waive of the rent thereunder which is outstanding. TRS Lessee has not assigned the applicable Operating Lease or release sublet all or any portion of Borrower’s the premises demised thereby other than pursuant to a Hotel Transaction or Property Owner’s rights and remedies under the Operating Lease, except as contemplated in connection with a Restructuring; . TRS Lessee has no right or (e) waive, excuse, condone or in any way release or discharge Operating Lessee of or from Operating Lessee’s material obligations, covenants and/or conditions under the Operating Lease, except option pursuant to the extent such Operating Lessee’s obligations are assumed in connection with a Restructuring. Notwithstanding the foregoing provisions of this Section 5.2.12 to the contrary, Borrower may cause or permit Mortgage Borrower and Property Owner to amend the Operating Lease without Lender’s prior written consent or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. All of the representations and warranties in this Article 4 and elsewhere in the Loan Documents (1) will survive for so long as follows: (i) in connection with a Release Prepayment, any portion of the Operating Lease shall be amended (or deemed amended) Debt remains owing to (x) terminate the Operating Lease with respect to the applicable Released Property Lender and (y2) reduce will be deemed to have ​ LOAN AGREEMENT, PAGE 18 ​ ​ been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf, provided, however, that the amount of Minimum Rent (as defined in the Operating Lease) by the amount of Minimum Rent allocable to such Released Property as representations, warranties and covenants set forth in the Operating Lease; (ii) increase or reduce the amount of Percentage Rent (as defined Section 4.20 will survive in the Operating Lease) payable under the Operating Lease; and (iii) increase or reduce the amount of Minimum Rent payable under the Operating Lease; provided, that in the case of an increase in Minimum Rent, such Minimum Rent shall only be increased to the then fair market value, based on transfer pricing studies conducted by an Independent CPA reasonably acceptable to Lender (any “Big 4” Independent CPA being deemed acceptable)perpetuity.