Common use of Actions and Operations Pending Closing Clause in Contracts

Actions and Operations Pending Closing. Seller agrees that at all times prior to the Closing Date: (a) Subject to conditions beyond Seller’s reasonable control, Seller shall use commercially reasonable efforts to cause Manager to continue to operate, maintain and manage the Hotel in substantially the same manner in which the Hotel was operated, maintained, and managed immediately prior to the execution of this Agreement. (b) Seller will not (i) enter into any new Hotel Contract or Space Lease or (ii) cancel, modify, or renew any existing Hotel Contract or Space Lease affecting the Hotel in any material manner that is not cancelable upon thirty (30) days without cause and without payment of any penalty, cost or termination fee. If Purchaser fails to respond to a request for consent within ten (10) days after receipt of such request, such consent will be deemed to have been given. Purchaser may provide written notice to Seller, not later than the date that is ten (10) days after the Effective Date, of any Hotel Contracts which Purchaser wants Seller to terminate on or after the Closing Date, provided that such Hotel Contracts may be terminated prior to expiration of the term stated therein. If any Hotel Contract is not terminable prior to the Closing Date pursuant to the terms thereof, such Hotel Contract (if it is listed on Exhibit “C”) shall be assigned to Purchaser at Closing and the payments and charges payable under such Service Contract shall be prorated as provided in Sections 7.01 and 7.02 hereof. With respect to each Hotel Contract Purchaser elects to terminate, Purchaser shall be charged at Closing for any amounts payable to a third party contractor in order to terminate such Hotel Contract pursuant to the applicable provisions thereof, and shall be responsible to deposit all such amounts with Escrow Agent on or before the Closing. (c) Seller shall have the right, without notice to or consent of Purchaser, to make Bookings in the ordinary course of business, at no less than the Hotel’s standard rates including customary discounted rates. (d) Seller shall use commercially reasonable efforts to preserve in force all existing Permits and to cause all those expiring to be renewed prior to the Closing Date. If any such Permit shall be suspended or revoked, Seller shall promptly notify Purchaser and shall take all commercially reasonable measures necessary to cause the reinstatement of such Permit. To the extent that the consent of any governmental authority is required with respect to the transfer of any Permit to Purchaser, Seller shall cooperate with Purchaser in seeking and obtaining any such required consent. (e) Seller will maintain and shall use commercially reasonable efforts to cause Manager to maintain in effect all policies of casualty and liability insurance, or similar policies of insurance, with the same limits of coverage now carried with respect to the Hotel.

Actions and Operations Pending Closing. Seller agrees that at all times prior to the Closing Date: (a) Subject to conditions beyond Seller’s reasonable control, Seller shall use commercially reasonable efforts to cause Manager to the Hotel will continue to operatebe operated and maintained in the ordinary course of business substantially consistent with Present Standards including, maintain without limitation (i) maintaining the inventories of FF&E, Operating Equipment and manage Consumables at the Hotel Property at levels substantially consistent with Present Standards, (ii) maintaining all Fixtures and Tangible Personal Property in substantially the same manner in which condition as it existed as of the Hotel was operatedEffective Date (reasonable wear, maintainedtear and loss excepted) and not trading, substituting or removing any Personal Property from the Hotel, except Consumables and managed immediately Inventory substantially consistent with Present Standards, (iii) performing routine maintenance and repairs for the Property substantially consistent with Present Standards, (iv) renewing all material Licenses and Permits prior to their expiration, (v) maintaining all insurance policies, (vi) not making any material alterations or improvements at the execution Property (other than those items covered by the Renovation Work), or demolishing any of this Agreementthe Property subject to Section 11.1, (vii) not selling, transferring or otherwise disposing of any of the Property, other than substantially consistent with Present Standards and (viii) not removing any Property from the Hotel, other than consistent with Present Standards or as required in connection with the work covered by the Renovation Work. (b) Seller will shall be responsible for the payment in full and completion of the Renovation Work, and the release of any and all mechanic’s liens related thereto. Seller shall use commercially reasonable and diligent efforts to complete the Renovation Work in a good and workmanlike manner, in compliance with all applicable Legal Requirements, in compliance with the plans and specifications reviewed by Purchaser, and as soon as reasonably possible following Closing at Seller’s sole cost and expense; provided that Seller shall endeavor to complete the Renovation Work no later than March 31, 2016 (provided that Seller shall have until July 1, 2016 to finalize and receive any lien waivers or related close-out payments with respect to the Renovation Work). In connection with the Renovation Work, Seller shall promptly bond over or remove any and all monetary liens arising in connection thereto. In addition, Seller shall cause each contractor involved in the Renovation Work to list Purchaser and Dallas Hotel Operator, Inc. as additional insureds on any insurance required pursuant to each agreement with a contractor relating to the Renovation Work. Furthermore, Seller agrees to pursue in good faith all remedies of any nature against each contractor with respect to any matter arising from, in connection with or related to the Renovation Work. Upon completion of the Renovation Work, Seller shall provide Purchaser (y) reasonable evidence that the Renovation Work has been completed and paid for and there are no mechanic’s or materialmen’s liens or claims of liens related thereto and (z) provide Purchaser any applicable sign-offs from Franchisor. Purchaser hereby grants a license to Seller or its agents to enter upon the Property from and after the Closing to complete the Renovation Work, provided, that all such Renovation Work shall be done in a manner to avoid any commercially unreasonable material disruption to the operation of the Hotel and in accordance with rules established by Purchaser from time to time; provided, further, that Seller shall provide Purchaser with prior written notice of any material disruption to the operation of the Hotel such that Purchaser can work with Seller to minimize such disruption. In connection with the Seller’s obligations under this Section 10.1(b), Seller shall establish at Closing an escrow holdback reserve pursuant to an escrow agreement by and among Seller, Purchaser and Purchaser’s lender (“Lender”), in an amount equal to the anticipated cost to complete the Renovation Work (as agreed upon by Purchaser and Seller in their respective good faith discretion) (the “Anticipated Completion Cost”), plus a contingency amount equal to fifteen percent (15%) of the Anticipated Completion Cost (collectively, the “Renovation Reserve Funds”). The Renovation Reserve Funds shall be held back from the Purchase Price payable to Seller at Closing and shall be deposited with Lender at Closing. In the event that after the Closing Seller fails to complete the Renovation Work in the manner required under this Section 10.1(b) and such failure continues for a period of thirty (30) days following written notice from Purchaser with respect thereto (and is not the result of any force majeure event of which Seller has provided Purchaser with written notice within a reasonable period of time after the onset thereof), then, upon written notice to Seller and Lender, Purchaser shall have the right (but not the obligation) to complete the Renovation Work itself (whether directly or through a third-party) and if Purchaser so elects, Seller shall assign any and all applicable contracts to Purchaser (or its designee) and Purchaser shall use funds from the Renovation Reserve Funds to complete the Renovation Work. The Renovation Reserve Funds shall be released in accordance with the terms of the escrow agreement, which the parties shall negotiate in good faith prior to the Closing Date; provided, however, the conditions of such release shall be limited to Seller’s delivery of (i) reasonable evidence that the parties performing such Renovation Work shall have no liens or claims of liens upon payment, (ii) invoices or other satisfactory evidence of the costs incurred and (iii) such other reasonable requirements of Lender, as agreed upon by Seller in its reasonable discretion. In the event the Renovation Reserve Funds are insufficient to complete the Renovation Work, Seller shall immediately pay directly to the applicable contractor or reimburse Purchaser for any and all costs and expenses actually incurred by Purchaser in excess of the Renovation Reserve Funds; provided, however, Seller shall not cover any increased cost of the Renovation Work resulting from any changes in scope or other modifications to the Renovation Work approved or implemented by Purchaser that are not contemplated by the original contracts and subcontracts for such Renovation Work. In the event any Renovation Reserve Funds remain after (x) Purchaser’s receipt of reasonable evidence that the Renovation Work has been completed and paid for, (y) unconditional lien waivers have been delivered to Purchaser and (z) Seller has provided Purchaser any applicable sign-offs from Franchisor and satisfied such other reasonable requirements of Lender, Lender shall disburse such funds to Seller. Notwithstanding anything herein to the contrary, if Lender has not disbursed any required portion of the Renovation Reserve Fund (either interim draws or the balance of the funds after the Renovation Work has been completed) after the applicable requirements set forth in this Section 10.1 have been met (other than requirements not relating to the Renovation Work that can only be met by Purchaser as borrower), within thirty (30) days after receipt of a valid request from Seller, Seller may request such funds from Purchaser. After such request, and provided Lender has not made a disbursement to Seller, Purchaser shall pay to Seller the amount of such funds and Purchaser shall be entitled to reimbursement therefor from the Renovation Reserve Funds. Notwithstanding anything to the contrary set forth in this Agreement, Seller’s obligations under this Section 10.1(b) shall in no way be limited or reduced by Section 5.3 (i.e., the Cap, Deductible and/or Survival Periods shall not apply). The terms of this Section 10.1(b) shall survive the Closing. (c) From and after the end of the Inspection Period, Seller shall not enter into any new Hotel Contract or Space Lease Lease, or (ii) cancel, modify, modify or renew any existing Hotel Contract or Space Lease affecting the Hotel in any material manner that is not cancelable upon thirty (30) days without cause or less days’ notice and without payment of any penalty, cost penalty or termination fee, without the prior written consent of Purchaser, in its sole and good faith discretion; provided, however, that Purchaser’s prior consent shall not be required for Seller to enter into Hotel Contracts with third parties as required to complete the Renovation Work so long as the same are upon commercially reasonable and arm’s length terms and conditions. If Purchaser fails to respond to a request for consent within ten three (103) days Business Days after receipt of such request, such consent will shall be deemed to have been given. Purchaser may provide written notice to Seller, not later than the date that is ten (10) days after the Effective Date, of any Hotel Contracts which Purchaser wants Seller to terminate on or after the Closing Date, provided that such Hotel Contracts may be terminated prior to expiration of the term stated therein. If any Hotel Contract is not terminable prior to the Closing Date pursuant to the terms thereof, such Hotel Contract (if it is listed on Exhibit “C”) shall be assigned to Purchaser at Closing and the payments and charges payable under such Service Contract shall be prorated as provided in Sections 7.01 and 7.02 hereof. With respect to each Hotel Contract Purchaser elects to terminate, Purchaser shall be charged at Closing for any amounts payable to a third party contractor in order to terminate such Hotel Contract pursuant to the applicable provisions thereof, and shall be responsible to deposit all such amounts with Escrow Agent on or before the Closing. (cd) Seller shall have the rightright and obligation, without notice to or consent of Purchaser, to make Bookings in the ordinary course of businessbusiness and consistent with the Present Standard, at no less than the Hotel’s standard rates including customary discounted rates. (de) Seller shall use commercially reasonable efforts to preserve in force all existing Permits and to cause all those expiring on or before the Closing Date to be renewed prior to the Closing Date. If any such Permit shall be suspended or revoked, Seller shall promptly notify Purchaser and shall take all commercially reasonable measures necessary to cause the reinstatement of such Permit. To Seller shall join in all applications for and cooperate with Purchaser in obtaining all necessary consents, permits, approvals, and licenses, and otherwise cooperate with Purchaser as may be reasonably necessary to facilitate the extent transfer of the Property to Purchaser; provided, however, that any costs, expenses or fees paid or incurred by Seller in connection therewith shall be reimbursed and credited to Seller. (f) From and after the consent expiration of any governmental authority is required the Inspection Period through the Closing Date, Purchaser shall have the right to consult with Seller and Manager with respect to the transfer hiring, initially and with respect to any replacement, of any Permit to Purchaser, Seller shall cooperate with Purchaser in seeking the following Hotel staff positions: (i) general manager; (ii) director of human resources; (iii) director of food and obtaining any such required consentbeverage; (iv) chief engineer; (v) director of marketing; and (vi) comptroller/chief financial officer. (eg) Seller will maintain and shall use commercially reasonable efforts to cause Manager to maintain in effect all policies of casualty and liability insurance, or similar policies of insurance, with the same limits of coverage which it now carried carries with respect to the Hotel. (h) Seller shall not cause or permit any Fixtures and Tangible Personal Property or Operating Equipment located, installed or used in the Hotel as of the Effective Date (except Excluded Assets, if applicable) to be sold, exchanged, assigned, conveyed, leased, disposed of or removed, other than in the ordinary course of business conducted in accordance with the Present Standards or as contemplated by the Renovation Work. (i) Seller shall provide (and shall instruct Manager to provide) copies of any written notices (i) received by Seller after the Effective Date from any governmental or quasi-governmental organizations regarding any violations of Legal Requirements, or (ii) given or received by Seller (or on behalf of Seller) after the Effective Date alleging material defaults under any material Hotel Contracts, Space Leases or Equipment Leases. (j) Subject to Article IV and prior to the Closing, neither Purchaser nor any of Purchaser’s representatives shall communicate concerning the Property with Manager, any tenant, employee, guest or occupant of the Real Property any governmental or quasi-governmental authority, agency, commission, board or regulatory body or any party to any Hotel Contract without the prior written approval of Seller, which approval shall not be unreasonably withheld, conditioned or delayed. (k) Between the Effective Date and the Closing Date or earlier termination of this Agreement, neither Seller, Manager, nor any of their respective Affiliates nor any of their respective members, partners, or agents (including, without limitation, any broker) shall offer, solicit or negotiate the possible direct or indirect acquisition of the Property (or any other form of transaction having a similar effect) or make any information about the Property available (for purpose of sale or refinance) to any Person other than Purchaser, its Affiliates and their respective designees, agents and/or authorized third parties. Seller agrees to direct its broker, if any, to cease the marketing of the Property. Such restrictions shall be in effect until the earlier of (i) the Closing Date, or (ii) the termination of this Agreement by either party pursuant to the terms and conditions hereof; and thereafter shall be null and void and of no further force or effect. (l) Seller shall use commercially reasonable efforts to deliver to Purchaser prior to the Closing each of the Certificates of No Tax Due with respect to the Property and a tax certificate from the Dallas County Tax Assessor-Collector’s office pursuant to Texas Tax Code section 31.08 with respect to the Property. (m) No later than five (5) days after the Effective Date, Seller shall send to Residences HOA and Condominium Owner the form of ORE Agreement Estoppel and Seller shall use commercially reasonable efforts (without any obligation to incur any expenses (other than attorneys’ fees)) to obtain the ORE Agreement Estoppels from the Residences HOA and Condominium Owner prior to Closing. (n) From and after the Effective Date and continuing until completion, Seller shall use commercially reasonable and diligent efforts to complete at its sole cost and expense (i) an upgrade of the Hotel’s POS system and (ii) implementation of a chip & pin POS system at the Hotel, each in accordance with the Hotel’s 2015 Capital Improvement Plan. Such work shall be completed in a good and workmanlike manner, in compliance with all applicable Legal Requirements and as soon as reasonably possible. Upon completion of such work, Seller shall provide Purchaser reasonable evidence that such work has been completed and paid for and there are no mechanic’s or materialmen’s liens or claims of liens related thereto. The terms of this Section 10.1(n) shall survive the Closing.

Actions and Operations Pending Closing. Seller agrees that at all times prior to the Closing Date: (a) Subject to conditions beyond Seller’s reasonable control, Seller shall use commercially reasonable efforts to cause Manager to the Hotel will continue to operatebe operated and maintained in the ordinary course of business substantially consistent with Present Standards including, maintain without limitation (i) maintaining the inventories of FF&E, Operating Equipment and manage Consumables at the Hotel Property at levels substantially consistent with Present Standards, (ii) maintaining all Fixtures and Tangible Personal Property in substantially the same manner in which condition as it existed as of the Hotel was operatedEffective Date (reasonable wear, maintainedtear and loss excepted) and not trading, substituting or removing any Personal Property from the Hotel, except Consumables and managed immediately Inventory substantially consistent with Present Standards, (iii) performing routine maintenance and repairs for the Property substantially consistent with Present Standards, (iv) renewing all material Licenses and Permits prior to their expiration, (v) maintaining all insurance policies, (vi) not making any material alterations or improvements at the execution Property, or demolishing any of this Agreementthe Property subject to Section 11.1, (vii) not selling, transferring or otherwise disposing of any of the Property, other than substantially consistent with Present Standards and (viii) not removing any Property from the Hotel, other than consistent with Present Standards. (b) From and after the end of the Inspection Period, Seller will shall not (i) enter into any new Hotel Contract or Space Lease Lease, or (ii) cancel, modify, modify or renew any existing Hotel Contract or Space Lease affecting the Hotel in any material manner that is not cancelable upon thirty (30) days without cause or less days’ notice and without payment of any penalty, cost penalty or termination fee, without the prior written consent of Purchaser, in its sole and good faith discretion. If Purchaser fails to respond to a request for consent within ten three (103) days Business Days after receipt of such request, such consent will shall be deemed to have been given. Purchaser may provide written notice to Seller, not later than the date that is ten (10) days after the Effective Date, of any Hotel Contracts which Purchaser wants Seller to terminate on or after the Closing Date, provided that such Hotel Contracts may be terminated prior to expiration of the term stated therein. If any Hotel Contract is not terminable prior to the Closing Date pursuant to the terms thereof, such Hotel Contract (if it is listed on Exhibit “C”) shall be assigned to Purchaser at Closing and the payments and charges payable under such Service Contract shall be prorated as provided in Sections 7.01 and 7.02 hereof. With respect to each Hotel Contract Purchaser elects to terminate, Purchaser shall be charged at Closing for any amounts payable to a third party contractor in order to terminate such Hotel Contract pursuant to the applicable provisions thereof, and shall be responsible to deposit all such amounts with Escrow Agent on or before the Closing. (c) Seller shall have the right, without notice to or consent of Purchaser, to make Bookings in the ordinary course of business, at no less than the Hotel’s standard rates including customary discounted rates. (d) Seller shall use commercially reasonable efforts to preserve in force all existing Permits and to cause all those expiring to be renewed prior to the Closing Date. If any such Permit shall be suspended or revoked, Seller shall promptly notify Purchaser and shall take all commercially reasonable measures necessary to cause the reinstatement of such Permit. To the extent that the consent of any governmental authority is required with respect to the transfer of any Permit to Purchaser, Seller shall cooperate with Purchaser in seeking and obtaining any such required consent. (e) Seller will maintain and shall use commercially reasonable efforts to cause Manager to maintain in effect all policies of casualty and liability insurance, or similar policies of insurance, with the same limits of coverage now carried with respect to the Hotel.

Actions and Operations Pending Closing. Seller agrees that at all times prior to the Closing Date: (a) Subject to conditions beyond Seller’s reasonable control, Seller shall use commercially reasonable efforts to cause Manager to the Hotel will continue to operatebe operated and maintained in the ordinary course of business substantially consistent with Present Standards including, maintain without limitation (i) maintaining the inventories of FF&E, Operating Equipment and manage Consumables at the Hotel Property at levels substantially consistent with Present Standards, (ii) maintaining all Fixtures and Tangible Personal Property in substantially the same manner in which condition as it existed as of the Hotel was operatedEffective Date (reasonable wear, maintainedtear and loss excepted) and not trading, substituting or removing any Personal Property from the Hotel, except Consumables and managed immediately Inventory substantially consistent with Present Standards, (iii) performing routine maintenance and repairs for the Property substantially consistent with Present Standards, (iv) renewing all material Licenses and Permits prior to their expiration, (v) maintaining all insurance policies, (vi) not making any material alterations or improvements at the execution Property, or demolishing any of this Agreementthe Property subject to Section 11.1, (vii) not selling, transferring or otherwise disposing of any of the Property, other than substantially consistent with Present Standards and (viii) not removing any Property from the Hotel, other than consistent with Present Standards. (b) From and after the end of the Inspection Period, and except as expressly permitted pursuant to and in accordance with Section 4.12 or this Article X, Seller will shall not (i) enter into any new Hotel Contract or Space Lease Lease, or (ii) cancel, modify, modify or renew any existing Hotel Contract or Space Lease affecting the Hotel in any material manner that is not cancelable upon thirty (30) days without cause or less days’ notice and without payment of any penalty, cost penalty or termination fee, without the prior written consent of Purchaser, in its sole and good faith discretion. If Purchaser fails to respond to a request for consent within ten three (103) days Business Days after receipt of such request, such consent will shall be deemed to have been given. Purchaser may provide written notice to Seller, not later than the date that is ten (10) days after the Effective Date, of any Hotel Contracts which Purchaser wants Seller to terminate on or after the Closing Date, provided that such Hotel Contracts may be terminated prior to expiration of the term stated therein. If any Hotel Contract is not terminable prior to the Closing Date pursuant to the terms thereof, such Hotel Contract (if it is listed on Exhibit “C”) shall be assigned to Purchaser at Closing and the payments and charges payable under such Service Contract shall be prorated as provided in Sections 7.01 and 7.02 hereof. With respect to each Hotel Contract Purchaser elects to terminate, Purchaser shall be charged at Closing for any amounts payable to a third party contractor in order to terminate such Hotel Contract pursuant to the applicable provisions thereof, and shall be responsible to deposit all such amounts with Escrow Agent on or before the Closing. (c) Seller shall have the rightright and obligation, without notice to or consent of Purchaser, to make Bookings in the ordinary course of businessbusiness and consistent with the Present Standard, at no less than the Hotel’s standard rates including customary discounted rates. (d) Seller shall use commercially reasonable efforts to preserve in force all existing Permits and to cause all those expiring on or before the Closing Date to be renewed prior to the Closing Date. If any such Permit shall be suspended or revoked, Seller shall promptly notify Purchaser and shall take all commercially reasonable measures necessary to cause the reinstatement of such Permit. To the extent that the consent of any governmental authority is required with respect to the transfer of any Permit to Purchaser, Seller shall join in all applications for and cooperate with Purchaser in seeking obtaining all necessary consents, permits, approvals, and obtaining licenses, and otherwise cooperate with Purchaser as may be reasonably necessary to facilitate the transfer of the Property to Purchaser; provided, however, that any such required consentcosts, expenses or fees paid or incurred by Seller in connection therewith shall be reimbursed and credited to Seller. (e) From and after the expiration of the Inspection Period through the Closing Date, Purchaser shall have the right to consult with Seller will maintain and Manager with respect to the hiring, initially and with respect to any replacement, of the following Hotel staff positions: (i) general manager; (ii) director of human resources; (iii) director of food and beverage; (iv) chief engineer; (v) director of marketing; and (vi) comptroller/chief financial officer. (f) Seller shall use commercially reasonable efforts to cause Manager to maintain in effect all policies of casualty and liability insurance, or similar policies of insurance, with the same limits of coverage which it now carried carries with respect to the Hotel. (g) Seller shall not cause or permit any Fixtures and Tangible Personal Property or Operating Equipment located, installed or used in the Hotel as of the Effective Date (except Excluded Assets, if applicable) to be sold, exchanged, assigned, conveyed, leased, disposed of or removed, other than in the ordinary course of business conducted in accordance with the Present Standards. (h) Seller shall provide (and shall instruct Manager to provide) copies of any written notices (i) received by Seller after the Effective Date from any governmental or quasi-governmental organizations regarding any violations of Legal Requirements, or (ii) given or received by Seller (or on behalf of Seller) after the Effective Date alleging material defaults under any material Hotel Contracts, Space Leases or Equipment Leases. (i) Subject to Article IV and prior to the Closing, neither Purchaser nor any of Purchaser’s representatives shall communicate concerning the Property with Manager, any tenant, employee, guest or occupant of the Real Property any governmental or quasi-governmental authority, agency, commission, board or regulatory body or any party to any Hotel Contract without the prior written approval of Seller, which approval shall not be unreasonably withheld, conditioned or delayed. (j) Between the Effective Date and the Closing Date or earlier termination of this Agreement, neither Seller, Manager, nor any of their respective Affiliates nor any of their respective members, partners, or agents (including, without limitation, any broker) shall offer, solicit or negotiate the possible direct or indirect acquisition of the Property (or any other form of transaction having a similar effect) or make any information about the Property available (for purpose of sale or refinance) to any Person other than Purchaser, its Affiliates and their respective designees, agents and/or authorized third parties. Seller agrees to direct its broker, if any, to cease the marketing of the Property. Such restrictions shall be in effect until the earlier of (i) the Closing Date, or (ii) the termination of this Agreement by either party pursuant to the terms and conditions hereof; and thereafter shall be null and void and of no further force or effect. (k) Seller shall use commercially reasonable efforts to deliver to Purchaser prior to the Closing the Statements of No Tax Due with respect to the Hotel. (l) Seller shall use commercially reasonable efforts to complete the Act 250 Master Plan application process with the appropriate governmental authorities. (m) Seller shall use commercially reasonable efforts to deliver in advance of the Closing Date written notice of the proposed sale of the Hotel to Purchaser as follows: (i) with respect to the VLT Agreement, to Vermont Land Trust, Inc.; and (ii) with respect to the Conservation Agreement, to The Nature Conservatory at least thirty (30) days in advance of Closing, in each case, as required pursuant to and in accordance with the terms of the VLT Agreement and Conservation Agreement, as applicable. (n) Seller shall use commercially reasonable efforts to obtain closure from the Vermont Department of Environmental Conservation of that certain Recognized Environmental Condition (AST Release) as set forth in that certain Phase I Environmental Site Assessment prepared by RPS GaiaTech and dated September, 2015 (the “Recognized Condition”) and to perform any additional monitoring and/or reporting required thereunder; provided, however, that in the event that, despite Seller’s commercially reasonably efforts, such closure of the Recognized Condition is not completed on or prior to Closing, Seller covenants and agrees to continue using its commercially reasonable efforts (at its sole cost) to complete the closure of the Recognized Condition from and after the Closing with completing the same and to perform any additional monitoring and/or reporting required thereunder. This clause (n) shall survive the Closing for a period of one year.

Actions and Operations Pending Closing. Seller agrees that at all times prior to the Closing Date: (a) Subject to conditions beyond Seller’s reasonable control, the Hotel will continue to be operated and maintained in the ordinary course of business substantially consistent with Present Standards including, without limitation (i) maintaining the inventories of FF&E, Operating Equipment and Consumables at the Property at levels substantially consistent with Present Standards, (ii) maintaining all Fixtures and Tangible Personal Property in the same condition as it existed as of the Effective Date (reasonable wear, tear and loss excepted) and not trading, substituting or removing any Personal Property from the Hotel, except Consumables and Inventory substantially consistent with Present Standards, (iii) performing routine maintenance and repairs for the Property substantially consistent with Present Standards, (iv) renewing all material Licenses and Permits prior to their expiration, (v) maintaining all insurance policies, (vi) not making any material alterations or improvements at the Property (other than those items covered by the PIP Work), or demolishing any of the Property subject to Section 11.1, (vii) not selling, transferring or otherwise disposing of any of the Property, other than substantially consistent with Present Standards and (viii) not removing any Property from the Hotel, other than consistent with Present Standards or as required in connection with the work covered by the PIP Work. (b) Seller shall be responsible for the payment in full and completion of the PIP Work and the Chiller Work, and the release of any and all mechanic’s liens related thereto, at or prior to Closing. Seller shall use commercially reasonable efforts to cause Manager complete the PIP Work and the Chiller Work lien free prior to continue Closing and provide Purchaser with (x) reasonable evidence that the PIP Work and the Chiller Work has been completed and paid for, (y) unconditional interim lien waivers with respect to operate, maintain any completed PIP Work or Chiller Work from the applicable contractors and manage the Hotel in substantially the same manner in which the Hotel was operated, maintainedsubcontractors, and managed immediately (z) if, and only if, possible given the amount of PIP Work completed, any applicable sign-offs from Franchisor as to such completed PIP Work; provided, however, if despite Seller’s commercially reasonable efforts, the PIP Work or Chiller Work is not completed in accordance with the foregoing clauses (x)-(z) (if applicable) on or prior to Closing, Seller shall not be in default under this Agreement and such completion shall not be a condition to Purchaser’s obligation to proceed to Closing, but Seller shall be unconditionally and irrevocably obligated to use commercially reasonable and diligent efforts to complete the execution work as soon as reasonably possible following Closing at its sole cost and expense, provided that Seller shall endeavor to complete the PIP Work and Chiller Work within forty-five (45) days after the Closing (provided that Seller have until July 1, 2015 to finalize and receive any lien waivers or related close-out payments with respect to the PIP Work). Notwithstanding the foregoing, Seller must obtain sign-off from Franchisor as to the first phase of the Property Improvement Plan issued on April 3, 2014 in order to complete the PIP Work. In the event that after the Closing Seller fails to complete the PIP Work or the Chiller Work in the manner required under this Section 10.1(b) (including by the time period above) and such failure continues for a period of thirty (30) days following written notice from Purchaser with respect thereto (and is not the result of any force majeure event beyond Seller’s control), then, upon written notice to Seller, Purchaser shall have the right (but not the obligation) to exercise self-help remedies and if Purchaser so elects such self-help remedy, Seller shall assign any and all applicable contracts to Purchaser and Seller shall immediately reimburse Purchaser for any and all costs and expenses actually incurred by Purchaser which were due and payable under such assigned contracts or as otherwise necessary to satisfy Seller’s obligations under this Section 10.1(b); provided, however, Seller shall not cover any increased cost of the PIP Work or the Chiller Work resulting from any changes in scope or other modifications to the PIP Work or Chiller Work approved or implemented by Purchaser that are not required by Franchisor as part of the first phase of the property improvement plan issued on April 3, 2014 or as contemplated by the original contracts and subcontracts for such PIP Work or Chiller Work. Notwithstanding anything to the contrary set forth in this Agreement, Seller’s obligations under this Section 10.1(b) shall in no way be limited or reduced by Section 5.3 (i.e., the Cap, Deductible and/or Survival Periods shall not apply). Seller’s obligations under this Section 10.1(b) shall survive the Closing. (bc) From and after the end of the Inspection Period, Seller will shall not (i) enter into any new Hotel Contract or Space Lease Lease, or (ii) cancel, modify, modify or renew any existing Hotel Contract or Space Lease affecting the Hotel in any material manner that is not cancelable upon thirty (30) days without cause or less days’ notice and without payment of any penalty, cost penalty or termination fee, without the prior written consent of Purchaser, in its sole and good faith discretion; provided, however, that Purchaser’s prior consent shall not be required for Seller to enter into Hotel Contracts with third parties as required to complete the PIP Work so long as the same are upon commercially reasonable and arms-length terms and conditions. If Purchaser fails to respond to a request for consent within ten three (103) days Business Days after receipt of such request, such consent will shall be deemed to have been given. Purchaser may provide written notice to Seller, not later than the date that is ten (10) days after the Effective Date, of any Hotel Contracts which Purchaser wants Seller to terminate on or after the Closing Date, provided that such Hotel Contracts may be terminated prior to expiration of the term stated therein. If any Hotel Contract is not terminable prior to the Closing Date pursuant to the terms thereof, such Hotel Contract (if it is listed on Exhibit “C”) shall be assigned to Purchaser at Closing and the payments and charges payable under such Service Contract shall be prorated as provided in Sections 7.01 and 7.02 hereof. With respect to each Hotel Contract Purchaser elects to terminate, Purchaser shall be charged at Closing for any amounts payable to a third party contractor in order to terminate such Hotel Contract pursuant to the applicable provisions thereof, and shall be responsible to deposit all such amounts with Escrow Agent on or before the Closing. (cd) Seller shall have the rightright and obligation, without notice to or consent of Purchaser, to make Bookings in the ordinary course of businessbusiness and consistent with the Present Standard, at no less than the Hotel’s standard rates including customary discounted rates. (de) Seller shall use commercially reasonable efforts to preserve in force all existing Permits and to cause all those expiring on or before the Closing Date to be renewed prior to the Closing Date. If any such Permit shall be suspended or revoked, Seller shall promptly notify Purchaser and shall take all commercially reasonable measures necessary to cause the reinstatement of such Permit. To Seller shall join in all applications for and cooperate with Purchaser in obtaining all necessary consents, permits, approvals, and licenses, and otherwise cooperate with Purchaser as may be reasonably necessary to facilitate the extent transfer of the Property to Purchaser; provided, however, that any costs, expenses or fees paid or incurred by Seller in connection therewith shall be reimbursed and credited to Seller. (f) From and after the consent expiration of any governmental authority is required the Inspection Period through the Closing Date, Purchaser shall have the right to consult with Seller and Manager with respect to the transfer hiring, initially and with respect to any replacement, of any Permit to Purchaser, Seller shall cooperate with Purchaser in seeking the following Hotel staff positions: (i) general manager; (ii) director of human resources; (iii) director of food and obtaining any such required consentbeverage; (iv) chief engineer; (v) director of marketing; and (vi) comptroller/chief financial officer. (eg) Seller will maintain and shall use commercially reasonable efforts to cause Manager to maintain in effect all policies of casualty and liability insurance, or similar policies of insurance, with the same limits of coverage which it now carried carries with respect to the Hotel. (h) Seller shall not cause or permit any Fixtures and Tangible Personal Property or Operating Equipment located, installed or used in the Hotel as of the Effective Date (except Excluded Assets, if applicable) to be sold, exchanged, assigned, conveyed, leased, disposed of or removed, other than in the ordinary course of business conducted in accordance with the Present Standards or as contemplated by the PIP Work. (i) Seller shall provide (and shall instruct Manager to provide) copies of any written notices received by Seller after the Effective Date from any governmental or quasi-governmental organizations regarding any violations of Legal Requirements. (j) Subject to Article IV and prior to the Closing, neither Purchaser nor any of Purchaser’s representatives shall communicate concerning the Property with Manager, any tenant, employee, guest or occupant of the Real Property any governmental or quasi-governmental authority, agency, commission, board or regulatory body or any party to any Hotel Contract without the prior written approval of Seller, which approval shall not be unreasonably withheld, conditioned or delayed. (k) Between the Effective Date and the Closing Date or earlier termination of this Agreement, neither Seller, Manager, nor any of their respective Affiliates nor any of their respective members, partners, or agents (including, without limitation, any broker) shall offer, solicit or negotiate the possible direct or indirect acquisition of the Property (or any other form of transaction having a similar effect) or make any information about the Property available (for purpose of sale or refinance) to any Person other than Purchaser, its Affiliates and their respective designees, agents and/or authorized third parties. Seller agrees to direct its broker, if any, to cease the marketing of the Property. Such restrictions shall be in effect until the earlier of (i) the Closing Date, or (ii) the termination of this Agreement by either party pursuant to the terms and conditions hereof; and thereafter shall be null and void and of no further force or effect.

Actions and Operations Pending Closing. Seller agrees that at all times prior to the Closing Date: (a) Subject to conditions beyond Seller’s 's reasonable controlcontrol (which the parties agree shall not include the unavailability of funds), during the pendency of this Agreement the Hotel will continue to be operated and maintained substantially in accordance with Present Standards including, without limitation, (i) maintaining the inventories of Fixtures and Tangible Personal Property, Inventory, Consumables, Supplies and Miscellaneous Hotel Assets, (ii) performing maintenance and repairs to the Improvements and tangible Personal Property; (iii) implementing the current marketing program for the Hotel; (v) maintaining the level of customer service at the Hotel; (vi) maintaining the level of security at the Real Property; and (vii) continuing to take all Bookings in the ordinary course of business. Without limiting the foregoing, Seller shall use commercially reasonable efforts to cause Manager to continue to operateperform its obligations under, maintain and manage otherwise comply with, the Space Leases, the Hotel Contracts, the Permits, any license agreements for IT Systems, the Liquor License, the Management Agreement, the Bookings and Legal Requirements, in substantially each case in all material respects; provided, however, that the same manner in which Seller shall have the Hotel was operated, maintained, and managed immediately prior right to exercise any of its rights under any of the execution foregoing. From the date of this Agreement until the Closing or earlier termination of this Agreement, Seller shall promptly provide Purchaser of any written notices or complaints Seller receives concerning the presence of toxic mold or fungi at the Real Property or other written claims made with respect to environmental matters at the Real Property. (b) From and after the Opening of Escrow, Seller will not (i) enter into any new Hotel Contract or Space Lease Lease, or (ii) cancel, modify, or renew any existing Hotel Contract or Space Lease affecting or Permitted Exception, without the prior written consent of Purchaser, which Purchaser shall not unreasonably withhold, condition or delay prior to the expiration of the Inspection Period but which Purchaser may withhold in its sole and absolute discretion after the expiration of the Inspection Period; provided, however, that Purchaser's consent shall not be required for any Hotel in any material manner that Contract entered into with a third party prior to the expiration of the Inspection Period as long as (i) such Hotel Contract is not cancelable upon not more than thirty (30) days notice without cause penalty or premium payment and without payment (ii) Seller promptly gives notice to Purchaser of any penalty, cost or termination feesuch Hotel Contract. If Purchaser fails to respond to a request for consent within ten (10) days after receipt of such request, such consent will shall be deemed to have been given. Purchaser may provide written notice to Seller, not later than the date that is ten (10) days after the Effective Date, of any Hotel Contracts which Purchaser wants Seller to terminate on or after the Closing Date, provided that such Hotel Contracts may be terminated prior to expiration of the term stated therein. If any Hotel Contract is not terminable prior to the Closing Date pursuant to the terms thereof, such Hotel Contract (if it is listed on Exhibit “C”) shall be assigned to Purchaser at Closing and the payments and charges payable under such Service Contract shall be prorated as provided in Sections 7.01 and 7.02 hereof. With respect to each Hotel Contract Purchaser elects to terminate, Purchaser shall be charged at Closing for any amounts payable to a third party contractor in order to terminate such Hotel Contract pursuant to the applicable provisions thereof, and shall be responsible to deposit all such amounts with Escrow Agent on or before the Closing. (c) Seller shall have the right, without notice to or consent of Purchaser, to make Bookings in the ordinary course of business, at no less than the Hotel’s 's standard rates (including customary discounted ratesrates as long as such discounted rates are bona fide third party Bookings). (d) Seller shall use commercially reasonable efforts to preserve in force all existing Permits and to cause all those expiring on or before the Closing Date to be renewed prior to the Closing Date. If any such Permit shall be suspended or revoked, Seller shall promptly notify Purchaser and shall take all commercially reasonable measures necessary to cause the reinstatement of such Permit. To the extent that the consent of any governmental authority is required with respect to the transfer of any Permit to Purchaser, Seller shall cooperate with Purchaser in seeking and obtaining any such required consent. (e) Seller will maintain and shall use commercially reasonable efforts to cause Manager to maintain in effect all policies of casualty and liability insurance, or similar policies of insurance, with the same limits of coverage which it now carried carries with respect to the Hotel. (f) Seller shall not remove any Fixtures and Tangible Personal Property from the Property (other than in the ordinary course of business in which case adequate replacements shall have been made). (g) Seller shall not alter the terms and conditions of the employment of any Employees, except in accordance with past practice consistently applied. (h) Seller shall not (i) create or allow any lien or similar encumbrance to be placed against the Property, and shall use commercially reasonable efforts to promptly discharge any such encumbrance that may arise, (ii) grant or enter into any easement, restrictive covenant or similar agreement affecting title to the Real Property without Purchaser's prior written consent in its sole but good faith discretion, or (iii) cancel, modify, or renew any existing Permitted Exception without Purchaser's prior written consent in its sole but good faith discretion.

Actions and Operations Pending Closing. Seller agrees that at all times prior that, between the date hereof and the earlier of the Closing Date or the termination of the Contract pursuant to the Closing Dateterms hereof: 9.1.1 the Hotel will continue to be operated and maintained substantially in accordance with its present standards; 9.1.2 Seller will not, without the prior written consent of Purchaser, which may be granted or withheld in Purchaser's reasonable discretion, enter into any contracts or commitments with respect to the Hotel involving any capital expenditures or material construction; provided, however, that such consent of Purchaser shall not be required (a) Subject to conditions beyond Seller’s reasonable control, Seller shall use commercially reasonable efforts to cause Manager to continue to operate, maintain and manage in the Hotel in substantially the same manner in which the Hotel was operated, maintained, and managed immediately prior to the execution event of this Agreement. a Casualty or an Emergency or (b) with respect to matters set forth on Seller's calendar year 2005 capital expenditures budget; 9.1.3 Seller will not not, without the prior written consent of Purchaser, which may be granted or withheld in Purchaser's reasonable discretion, (ia) sell, pledge or transfer any of its interest in any of the Property other than in the ordinary course of business, (b) enter into any (i) new Hotel Contract or Space Lease Property Contracts or (ii) new licenses or permits or (iii) cancel, modify, materially modify or renew any of the existing Hotel Contract Property Contracts (other than a Non--Material Property Contract) or Space Lease affecting Leases; provided, however, that Seller may, without Purchaser's prior consent, enter into (I) Non--Material Contracts, (II) purchase orders for Personal Property, any Inventory, Consumables and/or Operating Equipment in the ordinary course of business, and (III) applications to obtain or renew Permits used in the ordinary course of business or required for the continued operation of the business of the Hotel in any material manner that is not cancelable upon thirty (30) days without cause and without payment or the transfer contemplated hereby; 9.1.4 Notwithstanding the provisions of any penaltySection 9.1.2, cost or termination fee. If Purchaser fails to respond to a request for consent within ten (10) days after receipt of such request, such consent will be deemed to have been given. Purchaser may provide written notice to Seller, not later than the date that is ten (10) days after the Effective Date, of any Hotel Contracts which Purchaser wants Seller to terminate on or after the Closing Date, provided that such Hotel Contracts may be terminated prior to expiration of the term stated therein. If any Hotel Contract is not terminable prior to the Closing Date pursuant to the terms thereof, such Hotel Contract (if it is listed on Exhibit “C”) shall be assigned to Purchaser at Closing and the payments and charges payable under such Service Contract shall be prorated as provided in Sections 7.01 and 7.02 hereof. With respect to each Hotel Contract Purchaser elects to terminate, Purchaser shall be charged at Closing for any amounts payable to a third party contractor in order to terminate such Hotel Contract pursuant to the applicable provisions thereof, and shall be responsible to deposit all such amounts with Escrow Agent on or before the Closing. (c) Seller shall have the right, without giving notice to or receiving the consent of Purchaser, to make and accept cancellations of Bookings in the ordinary course of business; 9.1.5 Except as set forth in Section 10.1, at Seller will execute, and Purchaser will cooperate in the execution of, all applications and instruments reasonably requested by Purchaser which are required in connection with the transfer of all transferable Permits (other than Excluded Permits) in order to transfer the benefits of such Permits to Purchaser on the Closing Date; provided, however, no less than such transfer shall be effective unless and until the Hotel’s standard rates including customary discounted rates. (d) Seller Closing occurs. Purchaser shall be responsible for, and pay immediately upon Seller's request, all costs related to such applications and instruments. Seller, subject to the next succeeding sentence, shall use commercially reasonable efforts to preserve in force all existing Permits and to cause all those expiring during the period between the date hereof and the Closing to be renewed prior to the Closing Date. If any such Permit (other than Excluded Permits, but inclusive of the Existing Liquor License) shall be suspended or revoked, Seller shall promptly so notify Purchaser and shall take all commercially reasonable measures necessary to cause the reinstatement of such Permit. To the extent that the consent of any governmental authority is required with respect to the transfer of any Permit to Purchaser, Seller shall cooperate with Purchaser in seeking and obtaining any such required consent. (e) Seller will maintain and shall use commercially reasonable efforts to cause Manager the reinstatement of such Permit without any additional limitation or condition; 9.1.6 During the seven--day period prior to the Closing Date, Purchaser shall be entitled to have up to two representatives at the Hotel, at reasonable times and under reasonable circumstances, to observe the operations of the Hotel, provided (a) at least 48 hours in advance, Purchaser makes arrangements with Hotel management regarding sending such representative(s) to the Hotel and (b) such representative(s) do not interfere with Hotel management or employees or any of the operations of the Hotel; and 9.1.7 To the extent maintained by a prudent owner of comparable properties that are similarly situated to the Hotel, Seller will maintain in effect all policies of casualty and liability insuranceinsurance for the Hotel which are in effect as of the date hereof, or similar policies of insurance, with no less than the same limits of coverage now carried with respect to the Hotel.

Actions and Operations Pending Closing. 11.01. Seller agrees that at all times after the Effective Date and prior to the Closing Date: (a) Subject to conditions beyond Seller’s reasonable controlExcept as Purchaser may otherwise consent in writing, until the Closing, Seller shall use commercially reasonable efforts to cause Manager to will: (i) continue to operate, operate and maintain and manage the Hotel Property in substantially a manner consistent with the same manner in which the Hotel was operated, maintained, Seller has operated and maintained and managed immediately the Property prior to the execution of Effective Date; (ii) operate, manage and maintain the Property in accordance with applicable laws, rules, regulations and ordinances; (iii) maintain the Property in its present condition and repair, ordinary wear and tear excepted; (iv) undertake repairs and replacements in accordance with its past practices; (v) maintain the existing insurance policies for the Property and the operation thereof (and any replacements thereof) in full force and effect; (vi) not grant to any third party any interest in the Property or any part thereof, except pursuant to leases which Seller may enter into after the Effective Date as permitted under this Agreement, and (vii) timely pay and perform its obligations in all material respects under the Leases and Assumed Service Contracts. (b) Seller will not (i) enter into any new Hotel Contract Service Contracts that will survive Closing which are not terminable at Closing, or Space Lease otherwise on thirty (30) days’ prior notice, with no expense or (ii) liability to Purchaser, or cancel, modify, modify or renew any existing Hotel Contract or Space Lease affecting Mandatory Assumed Service Contract, without the Hotel in any material manner that is not cancelable upon thirty (30) days without cause and without payment prior written consent of any penalty, cost or termination feePurchaser. If Purchaser fails to respond to such a request for consent within ten five (105) days Business Days after receipt of such request, such consent will shall be deemed to have been given. Purchaser may provide written notice to Seller, not later than the date that is ten (10) days after the Effective Date, of any Hotel Contracts which Purchaser wants Seller to terminate on or after the Closing Date, provided that such Hotel Contracts may be terminated prior to expiration of the term stated therein. If any Hotel Contract is not terminable prior to the Closing Date pursuant to the terms thereof, such Hotel Contract (if it is listed on Exhibit “C”) shall be assigned to Purchaser at Closing and the payments and charges payable under such Service Contract shall be prorated as provided in Sections 7.01 and 7.02 hereof. With respect to each Hotel Contract Purchaser elects to terminate, Purchaser shall be charged at Closing for any amounts payable to a third party contractor in order to terminate such Hotel Contract pursuant to the applicable provisions thereof, and shall be responsible to deposit all such amounts with Escrow Agent on or before the Closingapproved. (c) Until the Closing Date, Seller shall have continue to lease the rightProperty in a professional competent manner, without notice and shall continue utilizing its commercially reasonable efforts to or consent of Purchaserrent any vacant Apartments at the rates set forth in its then current pricing policy guidelines, and it shall continue to make Bookings advertise for rentals in the same manner and degree as it has done previously when vacancies occurred. Except in the ordinary course of business, at no less than the Hoteland in a manner consistent with Seller’s standard rates including customary discounted rates. (d) Seller shall use commercially reasonable efforts to preserve in force all existing Permits and to cause all those expiring to be renewed prior to the Closing Date. If any such Permit shall be suspended or revokedpast practices, Seller shall promptly notify Purchaser and shall take all commercially reasonable measures necessary not (i) enter into any new lease for an apartment unit; (ii) enter into, and, renew or extend any Lease for an apartment unit with an existing tenant; (iii) terminate any Lease except by reason of a default by the tenant thereunder; (iv) grant any concessions to cause a tenant; or (v) apply any security deposit held by Seller in connection with any Lease except in the reinstatement event of such Permita termination of the applicable Lease. To Following the extent that expiration of the consent of any governmental authority is required with respect to the transfer of any Permit to PurchaserInspection Period, Seller shall cooperate not, without Purchaser’s prior written consent, enter into any new Lease or renew or extend any existing Lease, unless the Lease is on Seller’s standard form, is for a period of not less than six (6) months or greater than thirteen (13) months, and at rental rates and containing only such tenant concessions as are consistent with Seller’s then current practices. After the expiration of the Inspection Period, Seller will provide Purchaser in seeking and obtaining with weekly box score reports describing any such required consentnew Lease or lease execution or modification. (e) Seller will maintain and shall use commercially reasonable efforts to cause Manager to maintain in effect all policies of casualty and liability insurance, or similar policies of insurance, with the same limits of coverage now carried with respect to the Hotel.

Actions and Operations Pending Closing. Seller agrees that at all times prior to the Closing Date: (a) Subject Date but subject to conditions beyond limitations upon Seller’s reasonable controlrights under the Existing Management Agreements (it being agreed that to the extent any of the covenants set forth in this Section 10.01 are currently controlled by the Manager, Seller shall shall, to the extent permitted by the Existing Management Agreements, use its commercially reasonable efforts to cause Manager to continue comply with the covenants set forth in this Section 10.01): (a) Seller shall operate and maintain each Hotel in the ordinary course of business in substantially the same manner as currently operated and maintained and shall comply with all approved 2015 budgets, including compliance with ongoing repairs, maintenance plans, capital expenditures and brand standards. Upon written request from Purchaser from time to operatetime, maintain Seller agrees to provide updates to Purchaser regarding operational results and manage capital expenditures. Seller shall not (i) sell, pledge, or otherwise transfer, change the status of title, remove or dispose of all or any part of any Hotel (except for such items of Personal Property as become obsolete or are consumed or disposed of and replaced in the ordinary course of business), subject to the provisions of Article XI, (ii) enter into any Bookings or issue any Vouchers with respect to any Hotels, in each case, which are not substantially in accordance with such Seller’s past practices at the Hotels or (iii) engage in any transaction or take any action other than in the ordinary course of business in substantially the same manner as currently engaged in. Seller shall utilize its budgetary approval rights under the Existing Management Agreements to limit any increase in compensation or benefits provided to Employees except in the ordinary course of business in substantially the same manner in which the Hotel was operated, maintained, and managed immediately Hotels have been operated by Manager on behalf of Seller prior to the execution of this Agreement. (b) Seller will not (i) enter into any new Hotel Contract or Space Lease or (ii) cancel, modify, or renew any existing Hotel Contract or Space Lease affecting the Hotel in any material manner that is not cancelable upon thirty (30) days without cause and without payment of any penalty, cost or termination fee. If Purchaser fails to respond to a request for consent within ten (10) days after receipt of such request, such consent will be deemed to have been given. Purchaser may provide written notice to Seller, not later than the date that is ten (10) days after the Effective Date, . Seller shall at all times keep “ordinary course levels” of any Hotel Contracts which Purchaser wants Seller to terminate on or after the Closing Date, provided that such Hotel Contracts may be terminated prior to expiration of the term stated therein. If any Hotel Contract is not terminable prior to the Closing Date pursuant to the terms thereof, such Hotel Contract (if it is listed on Exhibit “C”) shall be assigned to Purchaser both Operating Equipment and Supplies and Consumables at Closing and the payments and charges payable under such Service Contract shall be prorated as provided in Sections 7.01 and 7.02 hereofeach Hotel. With respect to Operating Equipment and Supplies (such as linen and txxxx), “ordinary course levels” shall mean at a minimum three full turns of par levels for each room at each Hotel. With respect to Consumables, “ordinary course levels” shall mean a minimum supply for each room at each Hotel Contract Purchaser elects to terminate, Purchaser shall be charged at Closing plus supplies sufficient for any amounts payable to a third party contractor in order to terminate such Hotel Contract pursuant to the applicable provisions thereof, and shall be responsible to deposit all such amounts with Escrow Agent on or before the Closingan additional seven (7) days. (c) Seller shall have the right, without notice to or consent of Purchaser, to make Bookings in the ordinary course of business, at no less than the Hotel’s standard rates including customary discounted rates. (d) Seller shall use commercially reasonable efforts to preserve in force all existing Permits and to cause all those expiring to be renewed prior to the Closing Date. If any such Permit shall be suspended or revoked, Seller shall promptly notify Purchaser and shall take all commercially reasonable measures necessary to cause the reinstatement of such Permit. To the extent that the consent of any governmental authority is required with respect to the transfer of any Permit to Purchaser, Seller shall cooperate with Purchaser in seeking and obtaining any such required consent. (e) Seller will maintain and shall use commercially reasonable efforts to cause Manager to maintain in effect all policies of casualty and liability insurance, or similar policies of insurance, with the same limits of coverage now carried with respect to the Hotel.