Neither Borrower nor Operating Lessee is a party to any agreement or instrument or subject to any restriction which would reasonably be expected to materially and adversely affect Borrower and Operating Lessee, taken as a whole, or any Individual Property, or, taken as a whole, Borrower’s and Operating Lessee’s business, properties or assets, operations or condition, financial or otherwise. Neither Borrower nor Operating Lessee is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which Borrower, Operating Lessee or any of the Properties is bound, except to the extent such default would not reasonably be expected to materially and adversely affect Borrower and Operating Lessee, taken as a whole, or any Individual Property. Neither Borrower nor Operating Lessee has any material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower or Operating Lessee is a party or by which Borrower, Operating Lessee or the Properties are otherwise bound, other than (a) obligations incurred in the ordinary course of the operation of the Properties as permitted pursuant to clause  (xxiii) of the definition of “Special Purpose Entity” set forth in Section  1.1 hereof and (b) Permitted Indebtedness or obligations under the Loan Documents. Other than with respect to the Ground Leases, the Property Documents, the Operating Leases, the Management Agreements, the Franchise Agreements, the Franchise Guaranties and any documents disclosed in the Title Insurance Policies, all agreements or other instruments to which Borrower and/or Operating Lessee is a party or otherwise relating to the Individual Properties are (x) terminable upon no more than thirty (30) days’ prior written notice without penalty or fee or (y) with respect to such agreement or instrument, require Borrower and/or Operating Lessee, as applicable, to make payments during each calendar year during the term of such agreement or instrument in an aggregate yearly amount with respect to any Individual Property that is less than or equal to $250,000.