Common use of Operation of Property Clause in Contracts

Operation of Property. (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 (other than in connection with a sale and release of an Individual Property permitted hereunder), or exercise any remedies under any of the Operating Leases; (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 or any Operating Lease Guaranty; (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 5.1.20 or 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).

Operation of Property. (a) Borrower shall not cause or permit Mortgage Borrower to, without Mortgage Lender’s prior written consent: (i) surrender, terminate or cancel (cancel, or permit CPLV Tenant to surrender, terminate or cancel the Management Agreement except that the CPLV Tenant Lender shall have the right to replace the Manager in accordance with a Transfer under Section 5.2.10(e) below, so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement entered into in accordance with the terms hereunder and provided, further, that any Qualified Manager shall have all the appropriate hospitality, liquor and gaming licenses and be surrenderedin compliance with all applicable Legal Requirements (including without limitation, terminated Gaming Laws) at or canceled) prior to the time such Replacement Management Agreement is entered into and CPLV Tenant Lender shall take any other actions required to ensure continuous operation of the Operating Leases (other than in connection with Property as a sale hotel and release of an Individual Property permitted hereunder), or exercise any remedies under any of the Operating Leasescasino; (ii) assign or transfer the Management Agreement or any of its rights thereunder; (iii) reduce or consent to the reduction of the term of the Management Agreement; (iv) increase or permit the reduction or the consent to the reduction) of the term of any of the Operating Leases or any Operating Lease Guaranty; (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 or other charges payable under any of the Operating LeasesManagement 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 5.1.20 or Section 5.2.10, or (v) amend or modify the Management Agreement or 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 under, the Management Agreement; provided, that without Mortgage Lender’s consent, (x) so long as no Event of BorrowerDefault is continuing and no Uncured CPLV Lease Event of Default is continuing, Mortgage Borrower shall have the right to and may permit CPLV Tenant to enter into modifications of the Management Agreement, which shall not (1) increase, in any material respect, Mortgage Borrower’s or CPLV Tenant’s obligations or liabilities thereunder, (2) decrease any of Mortgage Borrower’s or CPLV Tenant’s rights, in any material respect, thereunder, (3) decrease any of Mortgage Lender’s rights thereunder (other than to a de minimis extent), (4) decrease, in any material respect, any of Property Manager or any Operating Company under any of the Operating Leases its Affiliates responsibilities, liabilities or obligations thereunder and (5) otherwise adversely affect Mortgage Lender in any material respect or otherwise result in a Material Adverse Effect. Borrower shall promptly deliver to Administrative Agent, any Operating Lease Guaranty (provided that Lender shall not unreasonably withhold its consent modification to any the Management Agreement entered into in accordance with this Section 5.2.1 and all reasonable documented out-of-pocket costs and expenses incurred by Administrative Agent with respect to such modification, changeincluding, supplementbut not limited to, alteration, amendment, waiver or release of the Operating Lease as may its reasonable documented attorneys’ fees shall be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document)paid by Borrower.

Operation of Property. (a) Borrower shall not (and shall cause or permit Mortgage Borrower toMaster Tenant to not), without Lender’s prior consent: written consent (which consent shall not be unreasonably withheld unless an Event of Default then exists): (i) surrender, terminate terminate, cancel, amend or cancel (modify the Management Agreement; provided, that Borrower or permit Master Tenant may, 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 (other than in connection with a sale and release of an Individual Property permitted hereunder), or exercise any remedies under any of the Operating LeasesReplacement Management Agreement; (ii) surrender, terminate, cancel, amend or modify the Franchise Agreement; (iii) reduce or consent to the reduction of the term of the Management Agreement or Franchise Agreement; (iv) increase or permit the reduction or the consent to the reduction) of the term of any of the Operating Leases or any Operating Lease Guaranty; (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 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 5.1.20 or Section 5.2.10Franchise Agreement, 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 respect; provided, however, that Borrower and/or Master Tenant, as applicable, may modify, supplement or amend the Franchise Agreement so long as such modification, supplement, or amendment (A) does not materially increase the obligations (or materially decrease the rights) of Borrower and/or Master Tenant thereunder, (B) add any Operating Lease Guaranty additional restrictions on Borrower, Master Tenant or the Property, (C) materially increase the rights (or materially decrease the obligations) of Franchisor thereunder, or (D) include or modify any restriction on Lender’s ability to sell the Loan (provided that Lender customary releases of claims that might exist against the Franchisor required in connection with a waiver, consent, forbearance or other modification entered into for the benefit of Borrower or Master Tenant shall not unreasonably withhold its consent be deemed to any violate the foregoing limitations). Any such surrender of the Management Agreement and/or the Franchise Agreement or termination, cancellation, modification, change, supplement, alteration, amendment, waiver alteration or release amendment of the Operating Lease as may Management Agreement and/or the Franchise Agreement without the prior consent of Lender (to the extent such consent is required) shall be reasonably necessary to comply with the requirements void and of this Agreement or any other Loan Document)no force and effect.

Operation of Property. (a) Borrower shall not cause or permit Mortgage Borrower tonot, without Lender’s prior written consent: (i) surrender, terminate or cancel (cancel, or permit CPLV Tenant to surrender, terminate or cancel the Management Agreement except that the CPLV Tenant Lender shall have the right to replace the Manager in accordance with a Transfer under Section 5.2.10(e) below, so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement entered into in accordance with the terms hereunder and provided, further, that any Qualified Manager shall have all the appropriate hospitality, liquor and gaming licenses and be surrenderedin compliance with all applicable Legal Requirements (including without limitation, terminated Gaming Laws) at or canceled) prior to the time such Replacement Management Agreement is entered into and CPLV Tenant Lender shall take any other actions required to ensure continuous operation of the Operating Leases (other than in connection with Property as a sale hotel and release of an Individual Property permitted hereunder), or exercise any remedies under any of the Operating Leasescasino; (ii) assign or transfer the Management Agreement or any of its rights thereunder; (iii) reduce or consent to the reduction of the term of the Management Agreement; (iv) increase or permit the reduction or the consent to the reduction) of the term of any of the Operating Leases or any Operating Lease Guaranty; (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 or other charges payable under any of the Operating LeasesManagement 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 5.1.20 or Section 5.2.10, or (v) amend or modify the Management Agreement or 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 under, the Management Agreement; provided, that without Lender’s consent, (x) so long as no Event of Default is continuing and no Uncured CPLV Lease Event of Default is continuing, Borrower shall have the right to and may permit CPLV Tenant to enter into modifications of the Management Agreement, which shall not (1) increase, in any material respect, Borrower’s or CPLV Tenant’s obligations or liabilities thereunder, (2) decrease any of Borrower’s, Mortgage Borrower CPLV Tenant’s rights, in any material respect, thereunder, (3) decrease any of Lender’s rights thereunder (other than to a de minimis extent), (4) decrease, in any material respect, any of Property Manager or any Operating Company under any of the Operating Leases its Affiliates responsibilities, liabilities or obligations thereunder and (5) otherwise adversely affect Lender in any material respect or otherwise result in a Material Adverse Effect. Borrower shall promptly deliver to Lender, any Operating Lease Guaranty (provided that modification to the Management Agreement entered into in accordance with this Section 5.2.1 and all reasonable documented out-of-pocket costs and expenses incurred by Lender shall not unreasonably withhold its consent with respect to any such modification, changeincluding, supplementbut not limited to, alteration, amendment, waiver or release of the Operating Lease as may its reasonable documented attorneys’ fees shall be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document)paid by Borrower.

Operation of Property. (a) Borrower shall not cause or permit Mortgage Borrower tonot, without Lender’s prior consent: (i) surrender, terminate or cancel (or permit to be surrendered, terminated or canceled) any of the Operating Leases (other than in connection with a sale and release of an Individual Property permitted hereunder), or exercise any remedies under any of the Operating Leases; (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 or any Operating Lease Guaranty; (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 5.1.20 or 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).

Operation of Property. (a) The Borrower shall not cause or and shall not permit Mortgage Borrower to, without Lender’s prior consent: the Property Owner to (except as elsewhere herein expressly provided): (i) surrendersurrender or terminate any Material Agreement (unless, with respect to a Material Agreement that is not the Property Management Agreement or the Leasing Agreement, the other party thereto is in default thereunder and the termination of such agreement would be commercially reasonable), (ii) surrender or terminate any Property Management Agreement or cancel Leasing Agreement (unless the applicable Property Manager or permit Leasing Agent is in default thereunder and the termination of such agreement would be commercially reasonable or unless such Property Manager or Leasing Agent is being replaced with an Acceptable Property Manager or an Acceptable Leasing Agent, as the case may be, pursuant to be surrendered, terminated or canceled) any of the Operating Leases (other than in connection with a sale and release of an Individual Property permitted hereundercommercially reasonable agreement reasonably acceptable to Lender), or exercise permit or suffer any remedies under any significant delegation or contracting of the Operating Leases; Property Manager's or Leasing Agent's duties except as permitted under the Property Management Agreement or the Leasing Agreement, as the case may be, (iiiii) reduce increase 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 or any Operating Lease Guaranty; (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 or other charges payable under any of the Operating Leases; Material Agreement, except as provided therein or on an arm's-length basis and commercially reasonable terms, (iv) Transferamend, conveymodify, assignsurrender or, sellexcept in accordance with the terms and conditions thereof, mortgageterminate a Lease (provided, encumberhowever, pledgethat the Borrower may, hypothecate, grant a security interest in, grant an option or options with respect may permit the Property Owner to, amend or otherwise dispose modify an Approved Lease of less than 10,000 NRSF without the Lender's prior consent) , or (directly v) amend, modify, surrender or indirectlywaive any material rights or remedies under, voluntarily or involuntarilyenter into or terminate, 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), Material Agreement in each case without the prior written consent of Lender or except as expressly permitted in Section 5.1.20 or Section 5.2.10Lender's approval, 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 which approval shall not be unreasonably withhold its consent withheld or delayed, unless, in the case of any such termination, the Borrower causes the Property Owner to any modificationreplace the terminated Material Agreement within a commercially reasonable period with another agreement that provides substantially equivalent benefits to the Property Owner, changeon terms and conditions no worse to the Property Owner than the corresponding benefits, supplement, alteration, amendment, waiver or release of terms and conditions which applied under the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document)agreement replaced.

Operation of Property. (a) Borrower shall not cause or permit Mortgage Borrower toOperating Lessee, and Operating Lessee shall not, without Lender’s prior consent: written consent (which consent shall not be unreasonably withheld, conditioned or delayed): (i) surrender, terminate, cancel or amend or modify the Management Agreement; provided, that Borrower or Operating Lessee, as applicable, may, without Lender’s consent, replace the Manager so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement, and provided, further, that any Qualified Manager shall have all hospitality and liquor licenses required by, and be in compliance in all material respects with, all applicable Legal Requirements at or prior to the time such Replacement Management Agreement is entered into and Borrower shall take any other actions required to ensure continuous operation of the Property as a hotel; (ii) surrender, terminate or cancel (the Franchise Agreement; provided, that Borrower or permit Operating Lessee, as applicable, may, without Lender’s consent, replace the Franchisor so long as the replacement franchisor is a Qualified Franchisor pursuant to be surrendered, terminated or canceled) any of the Operating Leases (other than in connection with a sale and release of an Individual Property permitted hereunder), or exercise any remedies under any of the Operating LeasesReplacement Franchise Agreement; (iiiii) 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 or any Operating Lease Guaranty; (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 fees or other charges payable under any of the Operating LeasesManagement Agreement or the Franchise 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 5.1.20 or 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, provided, however, Borrower or Operating Lessee, as applicable, may, without Lender’s consent, enter into non-material amendments or modifications of the Management Agreement with respect or any Operating Lease Guaranty (to the operations of the Property, provided that Lender such amendment or modification shall not unreasonably withhold its consent to any modification, change, supplement, alteration, amendment, waiver increase Borrower’s obligations or release of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement liabilities or any other Loan Document).decrease Borrower’s rights thereunder. USActive 30748472.10 -81-

Operation of Property. (a) Borrower Except as otherwise provided in this Section 16.1, from and after the date of this Lease, Landlord 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 (other than in connection with a sale and release of an Individual Property permitted hereunder), or exercise any remedies under any of the Operating Leases; (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 or any Operating Lease Guaranty; (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 inencumber or lease the Property without Tenant's prior written consent, grant an option which consent shall not be unreasonably withheld or options with respect toconditioned upon the payment of fees or the satisfaction of any unreasonable conditions; provided, or otherwise dispose of (directly or indirectlyhowever, voluntarily or involuntarilythat prior to the Commencement Date, by operation of law or otherwise, whether or not for consideration) Tenant shall have the Properties or any collateral for the Mortgage Loan (or permit Operating Company to do so)right, in each case without the prior written consent of Lender or except as expressly permitted in Section 5.1.20 or Section 5.2.10Tenant's sole discretion, 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 Tenant's consent to any modificationmortgage, changepledge, supplementhypothecation, alterationencumbrance or lease. In addition, amendmentLandlord shall not TABLE OF CONTENTS (CONTINUED) PAGE have the right to sell or convey the Property prior to the Commencement Date without Tenant's prior written consent, waiver which consent may be withheld in Tenant's sole discretion, except that Tenant's consent shall not be required for any sale, conveyance or release transfer of all or any part of Landlord's interest in the Premises for estate planning purposes to (a) an entity or entities controlled by or under common control with Landlord (or either of Xxxxxxx Partnership or Xxxxxxx Trust) or RK or (b) to RK's family members; provided, however, that in the case of any such sale, conveyance or transfer, RK shall directly manage and control the transferee. Tenant's consent shall not be required for (i) the existing deeds of trust encumbering the Property ("Existing Deeds of Trust"); (ii) the Construction Loan (as defined in, and subject to the provisions of, the Improvement Agreement) and any deed of trust securing the Construction Loan; or (iii) the permanent financing, and any deed of trust securing the permanent financing, obtained by Landlord in order to refinance the Construction Loan and finance Landlord's cost of owning the Premises ("Landlord Financing"); provided, however, that the Landlord Financing shall comply with, and is subject to, the applicable provisions of the Operating Lease as may Option Agreement. In the event that Tenant is entitled to and does exercise its cure rights provided for in the Option Agreement with respect to the Landlord Financing, Tenant shall be reasonably necessary entitled to comply with offset any such amounts expended by Tenant against the requirements of this Agreement or any other Loan Document)Base Rent.

Operation of Property. (a) 12.%2.%3.%4. Borrower shall not cause or permit Mortgage Borrower to, nor shall it permit Operating Company to, without Lender’s prior consent: written consent (which consent shall not be unreasonably withheld): (i) surrender, terminate, cancel, amend or modify the Management Agreement; provided, that, Mortgage Borrower or Operating Company, as applicable, may, without Lender’s consent, (x) replace Manager so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement and (y) amend or modify the Management Agreement unless such amendment(s) or modification(s), by itself or together with other amendments or modifications thereto, have a Material Adverse Effect (in which case, Lender’s prior written consent shall be required, subject to the Deemed Approval Standard); (ii) surrender, terminate or cancel the Franchise Agreement; provided, that Mortgage Borrower or Operating Company, as applicable, may, without Lender’s consent, replace Franchisor so long as the replacement franchisor is a Qualified Franchisor pursuant to a Replacement Franchise Agreement, (or permit to be surrendered, terminated or cancelediii) any of the Operating Leases (other than except in connection with a sale and release the replacement of an Individual Property permitted hereunder)Manager as set forth above, or exercise any remedies under any of the Operating Leases; (ii) reduce or consent to the reduction of (or permit the reduction term of the Management Agreement or the Franchise Agreement; provided, that Mortgage Borrower or Operating Company, as applicable, may, without Lender’s consent, extend the term of the Management Agreement or the Franchise Agreement, provided in each case that all other terms and conditions of such agreement remain unmodified; (iv) increase or consent to the reduction) of the term of any of the Operating Leases or any Operating Lease Guaranty; (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 any Franchise Agreement, other charges payable under than a PIP to the extent required in connection with any of action permitted by Mortgage Borrower or Operating Company set forth in this Section 5.2.1 that is to be funded from the Operating Leases; (iv) Transfer, convey, assign, sell, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant an option Replacement Reserve Fund or options with respect toManager-Held Reserve Deposits, or otherwise dispose to be covered by a Completion Guaranty pursuant to and in accordance with Sections 5.1.21(b) or 5.1.24(c) 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 (Agreement, Sections 5.1.21(b) or permit Operating Company to do so)5.1.24(c) of the Senior Mezzanine Loan Agreement or Sections 5.1.21(b) or 5.1.24(c) hereof, in each as the case without the prior written consent of Lender or except as expressly permitted in Section 5.1.20 or Section 5.2.10may be, or (v) except as otherwise expressly set forth in this Section 5.2.1 above, 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.

Operation of Property. (a) The Borrower shall not cause or and shall not permit Mortgage Borrower to, without Lender’s prior consent: the Property Owner to (except as elsewhere herein expressly provided): (i) surrendersurrender or terminate any Material Agreement (unless, with respect to a Material Agreement that is not the Property Management Agreement or the Leasing Agreement, the other party thereto is in default thereunder and the termination of such agreement would be commercially reasonable), (ii) surrender or terminate any Property Management Agreement or cancel Leasing Agreement (unless the applicable Property Manager or permit Leasing Agent is in default thereunder and the termination of such agreement would be commercially reasonable or unless such Property Manager or Leasing Agent is being replaced with an Acceptable Property Manager or an Acceptable Leasing Agent, as the case may be, pursuant to be surrendered, terminated or canceled) any of the Operating Leases (other than in connection with a sale and release of an Individual Property permitted hereundercommercially reasonable agreement reasonably acceptable to Agent), or exercise permit or suffer any remedies under any significant delegation or contracting of the Operating Leases; Property Manager’s or Leasing Agent’s duties except as permitted under the Property Management Agreement or the Leasing Agreement, as the case may be, (iiiii) reduce increase 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 or any Operating Lease Guaranty; (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 or other charges payable under any of the Operating Leases; Material Agreement, except as provided therein or on an arm’s-length basis and commercially reasonable terms, (iv) Transferamend, conveymodify, assignsurrender or, sellexcept in accordance with the terms and conditions thereof, mortgageterminate a Lease (provided, encumberhowever, pledgethat the Borrower may, hypothecate, grant a security interest in, grant an option or options with respect may permit the Property Owner to, amend or otherwise dispose modify an Approved Lease of less than 10,000 NRSF without the Agent’s prior consent) , or (directly v) amend, modify, surrender or indirectlywaive any material rights or remedies under, voluntarily or involuntarilyenter into or terminate, 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), Material Agreement in each case without the prior written consent of Lender or except as expressly permitted in Section 5.1.20 or Section 5.2.10Agent’s approval, 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 which approval shall not be unreasonably withhold its consent withheld or delayed, unless, in the case of any such termination, the Borrower causes the Property Owner to any modificationreplace the terminated Material Agreement within a commercially reasonable period with another agreement that provides substantially equivalent benefits to the Property Owner, changeon terms and conditions no worse to the Property Owner than the corresponding benefits, supplement, alteration, amendment, waiver or release of terms and conditions which applied under the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document)agreement replaced.

Operation of Property. (a) 12.%2.%3.%4. Borrower shall not cause or permit Mortgage Borrower to, nor shall it permit Operating Company to, without Lender’s prior consent: written consent (which consent shall not be unreasonably withheld): (i) surrender, terminate, cancel, amend or modify the Management Agreement; provided, that, Mortgage Borrower or Operating Company, as applicable, may, without Lender’s consent, (x) replace Manager so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement and (y) amend or modify the Management Agreement unless such amendment(s) or modification(s), by itself or together with other amendments or modifications thereto, have a Material Adverse Effect (in which case, Lender’s prior written consent shall be required, subject to the Deemed Approval Standard); (ii) surrender, terminate or cancel the Franchise Agreement; provided, that Mortgage Borrower or Operating Company, as applicable, may, without Lender’s consent, replace Franchisor so long as the replacement franchisor is a Qualified Franchisor pursuant to a Replacement Franchise Agreement, (or permit to be surrendered, terminated or cancelediii) any of the Operating Leases (other than except in connection with a sale and release the replacement of an Individual Property permitted hereunder)Manager as set forth above, or exercise any remedies under any of the Operating Leases; (ii) reduce or consent to the reduction of (or permit the reduction term of the Management Agreement or the Franchise Agreement; provided, that Mortgage Borrower or Operating Company, as applicable, may, without Lender’s consent, extend the term of the Management Agreement or the Franchise Agreement, provided in each case that all other terms and conditions of such agreement remain unmodified; (iv) increase or consent to the reduction) of the term of any of the Operating Leases or any Operating Lease Guaranty; (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 any Franchise Agreement, other charges payable under than a PIP to the extent required in connection with any of action permitted by Mortgage Borrower or Operating Company set forth in this Section 5.2.1 that is to be funded from the Operating Leases; (iv) Transfer, convey, assign, sell, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant an option Replacement Reserve Fund or options with respect toManager-Held Reserve Deposits, or otherwise dispose to be covered by a Completion Guaranty pursuant to and in accordance with Sections 5.1.21(b) or 5.1.24(c) 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 (Agreement or permit Operating Company to do so)Sections 5.1.21(b) or 5.1.24(c) hereof, in each as the case without the prior written consent of Lender or except as expressly permitted in Section 5.1.20 or Section 5.2.10may be, or (v) except as otherwise expressly set forth in this Section 5.2.1 above, 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.

Operation of Property. (a) Each of Borrower and Operating Lessee shall not cause or permit Mortgage Borrower tonot, without LenderAgent’s prior consent: consent (except as elsewhere herein-expressly provided): (i) surrender, surrender or terminate any Material Agreement or cancel (or permit to be surrendered, terminated or canceled) any of the Operating Leases Lease unless, the other party thereto is in material default and the termination of such agreement would be commercially reasonable, (other than in connection ii) surrender or terminate the Property Management Agreement (unless the Property Manager is being replaced with a sale and release of an Individual Acceptable Property permitted hereunderManager pursuant to an Acceptable Property Management Agreement), or exercise permit or suffer any remedies under any significant delegation or contracting of the Property Manager’s duties unless the Property Manager has the right to do so under the Property Management Agreement without the consent of Obligor and/or the Operating Leases; Lessee or unless such delegation or contracting would not constitute a Material Agreement if entered into by Obligor and/or the Operating Lessee itself, (iiiii) reduce increase 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 or any Operating Lease Guaranty; (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 or other charges payable under any of the Operating LeasesMaterial Agreement, except as provided therein or on an arm’s-length basis and commercially reasonable terms; (iv) Transferotherwise modify, conveychange, assignsupplement, sell, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant an option alter or options with respect toamend, or otherwise dispose of (directly waive 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 release (or permit Operating Company consent to do so)any modification, in each case without the prior written consent of Lender change, supplement, alteration or except as expressly permitted in Section 5.1.20 or Section 5.2.10amendment, or waiver or release of) any of its or the Property Manager’s rights and remedies under any Material Agreement in any material respect, except on an arm’s-length basis and commercially reasonable terms; (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 Borrower, Mortgage Borrower or any Operating Company under any of the Operating Leases Property Management Agreement in any material respect or respect; provided however Obligor shall be permitted to make any Operating Lease Guaranty (provided that Lender shall not unreasonably withhold its consent to any non-material modification, change, supplement, alteration, amendment, amendment or waiver or release of the Operating Lease Property Management provide that such modification, amendment or waiver shall not affect the cash management procedures set forth in the Property Management Agreement or the Loan Documents, decrease the cash flow of the Property, adversely affect the marketability of the Property, change the definitions of “default” or “event of default,” change the definitions of “operating expense” or words of similar meaning, change the definitions of “owner’s distribution” or “owner’s equity” or “debt service amount” or words of similar meaning so as may to reduce the payments due Obligor thereunder, change the timing of remittances to Obligor thereunder, increase or decrease reserve requirements, change the term of the Property Management Agreement or increase any management fees payable under the Property Management Agreement or (vi) change any units from hotel service to time share, or change the brand under which rooms in the hotel are marketed. Notwithstanding the foregoing or other provisions of the Loan Documents, Agent shall not unreasonably withhold its consent to the contemplated amendment of the Spindle Easement that shall be reasonably necessary to comply or desirable in connection with the requirements donation of this Agreement the “Spindle” sculpture to a museum, charitable foundation, or any other Loan Document)charitable organization.