Borrower and Master Lessee further represent and warrant to Lender that neither has executed any prior assignment of the Management Agreement, nor has either performed any acts or executed any other instrument which might prevent Lender from operating under any of the terms and conditions of this Assignment, or which would limit Lender in such operation. Manager further represents and warrants to Lender that Manager has not assigned its interest in the Management Agreement, Manager has no notice of any prior assignment, hypothecation or pledge of Master interest under the Management Agreement, as of the date hereof, Manager has no Lessee’s counterclaim, right of set-off, defense or like right against Master Lessee, and as of the date hereof, Manager has been paid all amounts due under the Management Agreement. to Cure. Lender’s Right In the event of any default by Master Lessee under the Management Agreement, Lender shall have the right, but not the obligation, upon notice to Master Lessee and Manager and until such default is cured, to cure any default and take any action under the Management Agreement to preserve the same. Master Lessee hereby grants to Lender the right of access to the Mortgaged Property for this purpose, if such action is necessary. Master Lessee hereby authorizes Manager to accept the performance of Lender in such event, without question. Any advances made by Lender to cure a default by Master Lessee under the Management Agreement shall become part of the indebtedness and shall bear interest at the Default Rate under the Loan Agreement and shall be secured by the Security Instrument. Covenants. Master Lessee Covenants. Master Lessee hereby covenants with Lender that, during the term of this Assignment: Master Lessee shall not assign its interest in the Management Agreement or any portion thereof, or transfer the responsibility for management of the Mortgaged Property from Manager to any other person or entity without the prior written consent of Lender; Master Lessee shall not cancel, terminate, surrender, modify or amend any of the terms or provisions of the Management Agreement without the prior written consent of Lender; Master Lessee shall not forgive any material obligation of the Manager or any other party under the Management Agreement, without the prior written consent of Lender; Master Lessee shall perform all obligations of Master Lessee under the Management Agreement in accordance with the provisions thereof, any failure of which would constitute a default under the Management Agreement; and
Borrower and Master Lessee further represent and warrant to Lender that neither has executed any prior assignment of the Management Agreement, nor has either performed any acts or executed any other instrument which might prevent Lender from operating under any of the terms and conditions of this Assignment, or which would limit Lender in such operation. Manager further represents and warrants to Lender that Manager has not assigned its interest in the Management Agreement, Manager has no notice of any prior assignment, hypothecation or pledge of Master Lessee’s interest under the Management Agreement, as of the date hereof, Manager has no counterclaim, right of set-off, defense or like right against Master Lessee, and as of the date hereof, Manager has been paid all amounts due under the Management Agreement. Lender’s Right to Cure. In the event of any default by Master Lessee under the Management Agreement, Lender shall have the right, but not the obligation, upon notice to Master Lessee and Manager and until such default is cured, to cure any default and take any action under the Management Agreement to preserve the same. Master Lessee hereby grants to Lender the right of access to the Mortgaged Property for this purpose, if such action is necessary. Master Lessee hereby authorizes Manager to accept the performance of Lender in such event, without question. Any advances made by Lender to cure a default by Master Lessee under the Management Agreement shall become part of the indebtedness and shall bear interest at the Default Rate under the Loan Agreement and shall be secured by the Security Instrument. Covenants. Master Lessee Covenants. Master Lessee hereby covenants with Lender that, during the term of this Assignment: Master Lessee shall not assign its interest in the Management Agreement or any portion thereof, or transfer the responsibility for management of the Mortgaged Property from Manager to any other person or entity without the prior written consent of Lender; Master Lessee shall not cancel, terminate, surrender, modify or amend any of the terms or provisions of the Management Agreement without the prior written consent of Lender; Master Lessee shall not forgive any material obligation of the Manager or any other party under the Management Agreement, without the prior written consent of Lender; Master Lessee shall perform all obligations of Master Lessee under the Management Agreement in accordance with the provisions thereof, any failure of which would constitute a default under the Management Agreement; and
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