Common use of Conduct of Business; Maintenance and Operation of Property Clause in Contracts

Conduct of Business; Maintenance and Operation of Property. Between the Effective Date and the Closing Date, subject to and consistent with the terms of the applicable Management Agreement, each Seller shall cause its Property to be operated and managed in the manner which is substantially similar to the manner it has been operated and managed prior to the Effective Date, which undertaking includes, but is not limited to: (a) provide a level of employment at each Hotel sufficient for the normal operations of such Hotel as currently conducted; (b) accept, in the ordinary course of business, booking contracts for the use of guest rooms and facilities of the Hotel; (c) keep, observe, and perform all material obligations under the Space Leases, the Contracts, the Equipment Leases, the Franchise Agreements, the Management Agreements and all other applicable contractual arrangements relating to the Property; (d) perform maintenance and repairs in the ordinary course of business, except that Seller shall not be required to make any capital improvements or replacements to the Property; (e) Sellers will not, and, will not permit Operating Tenant and Hotel Manager to, enter into or otherwise amend or terminate any Space Leases, Material Equipment Leases, or Material Contracts (except as expressly required by the terms thereof) without the prior written approval of Buyer, which approval (i) prior to the Due Diligence Deadline, shall not be unreasonably withheld, conditioned or delayed, and (ii) after the Due Diligence Deadline, may be given or withheld in Buyer’s sole and absolute discretion; provided, however, that in the event Buyer fails to respond to Sellers within five (5) Business Days after Buyer is notified of such proposed agreement, amendment or termination, such failure to respond shall be deemed to constitute Buyer’s approval of same. Notwithstanding the foregoing, Sellers will be allowed at all times to (A) amend, extend or terminate Space Leases, Equipment Leases, and Contracts as expressly required by the terms thereof, and (B) enter into new Equipment Leases or Contracts if they are either (I) not a Material Contract or Material Equipment Lease or (II) terminable by Buyer without any termination fee and upon not more than thirty (30) days’ notice; to the extent any Seller enters into, amends or terminates any Space Lease, Equipment Lease or Contract prior to the Due Diligence Deadline, Sellers shall promptly, but in no event two (2) Business Day, provide written notice of the same and a copy to the Buyer. Sellers will not, and, will not permit Operating Tenant to, enter into or otherwise amend or terminate any of the Existing Financing Documents without the prior written approval of Buyer, which approval (i) prior to the Due Diligence Deadline, shall not be unreasonably withheld, conditioned or delayed, and (ii) after the Due Diligence Deadline, may be given or withheld in Buyer’s sole and absolute discretion; (f) provide written notice to Buyer of any litigation, arbitration, investigation, labor dispute of which Seller or Operating Tenant receives written notice, and provide a copy of any notice of default under any Existing Financing Document, Space Lease, Equipment Lease, Contract, Franchise Agreement or Management Agreement; (g) provide Buyer with monthly operating statements received by Sellers or Operating Tenant from the Hotel Managers; (h) use commercially reasonable efforts to preserve in force all existing material Permits and to timely file all returns with respect to any Taxes and timely pay all Taxes (subject to properly filed extensions and rights to appeal), and to cause all those Permits expiring on or before the Closing Date to be renewed prior to the Closing Date; and (i) subject to Section 12.5 and Section 15.19, at the applicable Seller’s sole cost and expense, cause the applicable existing Management Agreement and Operating Lease to be terminated as of the Closing Date.

Conduct of Business; Maintenance and Operation of Property. Between Use commercially reasonable efforts to operate and maintain, or cause Manager to operate and maintain, the Effective Date Property in a prudent manner and in accordance with the operating standards of a hotel and resort of the type and nature similar to the Hotel and the other assets substantially consistent with the current operation and maintenance of the Property (the “Operating Standards”), subject in all instances to Seller’s and Manager’s right to take any action (or omit to take any action), as Seller or Manager determines in its reasonable discretion: (i) necessary to comply with Applicable Law or the written request of any Governmental Authority; (ii) on account of the health and welfare of Property guests, Employees or the general public (including, without limitation, actions taken by Seller in connection with COVID-19 or other pandemic), as determined by Seller or Manager in its reasonable discretion; or (iii) to operate the Hotel with increased or reduced staffing, increased or reduced services/amenities or increased or reduced room availability. Notwithstanding anything to the contrary set forth in this Agreement, including, without limitation, the foregoing sentence, neither Seller nor Manager shall be required to (i) cure, remove or close out any violations, (ii) make any capital improvements, replacements or repairs to the Property, or (iii) maintain (A) profitability, (B) revenue per available room, (C) occupancy levels, (D) staffing (subject to the Operating Standards), (E) availability of guest rooms (subject to the Operating Standards), and (F) availability of services/amenities (subject to the Operating Standards). Notwithstanding anything stated herein to the contrary, from the date of this Agreement until the Closing Date, subject to and consistent with the terms extent Seller receives a written notice from Manager requesting Seller’s consent to the same, unless required by operation of the applicable Management Agreementlaw, each Seller shall cause its Property to be operated and managed in the manner which is substantially similar to the manner it has been operated and managed prior to the Effective Date, which undertaking includes, but is not limited to: (a) provide a level of employment at each Hotel sufficient for the normal operations of such Hotel as currently conducted; (b) accept, in the ordinary course of business, booking contracts for the use of guest rooms and facilities of the Hotel; (c) keep, observenot, and perform all material obligations under the Space Leases, the Contracts, the Equipment Leases, the Franchise Agreements, the Management Agreements and all other applicable contractual arrangements relating to the Property; (d) perform maintenance and repairs in the ordinary course of business, except that Seller shall not be required to make any capital improvements or replacements to the Property; (e) Sellers will not, and, will not permit Operating Tenant and Hotel Manager to, enter into or otherwise amend or terminate any Space Leases, Material Equipment Leases, or Material Contracts (except as expressly required by the terms thereof) without the explicit prior written approval consent of the Buyer, which approval (i) prior enter into any (or amend any existing) collective bargaining agreement or other labor agreement with any labor organization with respect to the Due Diligence DeadlineEmployees, shall not be unreasonably withheld, conditioned or delayed, and (ii) after the Due Diligence Deadline, may be given enter into a (or withheld in Buyer’s sole and absolute discretion; provided, however, that in the event Buyer fails to respond to Sellers within five (5amend or modify any existing) Business Days after Buyer is notified of such proposed card-check recognition agreement, amendment neutrality agreement or terminationlabor agreement of any kind if any provision thereof binds or obligates Buyer, such failure to respond shall be deemed to constitute Buyer’s approval of same. Notwithstanding the foregoing, Sellers will be allowed at all times to (A) amend, extend or terminate Space Leases, Equipment Leases, and Contracts as expressly required by the terms thereof, and (B) enter into new Equipment Leases or Contracts if they are either (I) not a Material Contract or Material Equipment Lease or (II) terminable by Buyer without any termination fee and upon not more than thirty (30) days’ notice; to the extent any Seller enters into, amends or terminates any Space Lease, Equipment Lease or Contract prior to the Due Diligence Deadline, Sellers shall promptly, but in no event two (2) Business Day, provide written notice of the same and a copy to the Buyer. Sellers will not, and, will not permit Operating Tenant to, enter into or otherwise amend or terminate any of the Existing Financing Documents without the prior written approval of Buyerits Affiliates, which approval (i) prior to the Due Diligence Deadline, shall not be unreasonably withheld, conditioned or delayed, and (ii) after the Due Diligence Deadline, may be given or withheld in Buyer’s sole and absolute discretion; (f) provide written notice to Buyer of any litigation, arbitration, investigation, labor dispute of which Seller or Operating Tenant receives written notice, and provide a copy of any notice of default under any Existing Financing Document, Space Lease, Equipment Lease, Contract, Franchise Agreement or Management Agreement; (g) provide Buyer with monthly operating statements received by Sellers or Operating Tenant from the Hotel Managers; (h) use commercially reasonable efforts to preserve in force all existing material Permits and to timely file all returns with respect to the Employees, or (iii) increase the number of Employees, or make any Taxes and timely pay all Taxes (subject material changes in the compensation paid to properly filed extensions and rights to appealany Employees without Buyer’s prior written consent, except as otherwise permitted under this Section 3.4(b), and to cause all those Permits expiring on or before the Closing Date to be renewed prior to the Closing Date; and (i) subject to Section 12.5 and Section 15.19, at the applicable Seller’s sole cost and expense, cause the applicable existing Management Agreement and Operating Lease to be terminated as of the Closing Date.

Conduct of Business; Maintenance and Operation of Property. Between the Effective Date and the Closing Date, subject to and consistent with the terms of the applicable Management AgreementAgreement (provided, each that, if the following are controlled by Hotel Manager, Seller shall use commercially reasonable efforts to cause its Hotel Manager to comply with this Section 7.1 notwithstanding the right (or lack thereof) of Seller under the Management Agreement to approve or disapprove of or consent to any such item set forth below in this Section 7.1), Seller shall use commercially reasonable efforts to cause the Property to be operated operated, managed and managed maintained in the manner which is substantially similar to the manner it has been operated and managed maintained prior to the Effective Date, which undertaking includes, but is not limited to: (a) operate, maintain and repair in the ordinary course of business consistent with Seller’s and/or Hotel Manager’s past custom and practice, in an efficient manner, consistent with hotels of a comparable type (meaning the same brand or flag), size, class, age and construction operating in the same or comparable geographic area of the Hotel, taking into account the facts and circumstances in existence from time to time, and with respect to capital expenditures, pursuant to and in accordance with the 2015 capital expenditure plan; (b) (i) provide a level of employment at each the Hotel sufficient for the normal operations of such the Hotel as currently conducted, (ii) utilize its budgetary approval rights under the Management Agreement, if any, to limit any increase greater than 3% in aggregate compensation provided to Employees without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) and not less than fourteen (14) days prior to Closing, Seller will use commercially reasonable efforts to obtain from Hotel Manager an accurate description of the titles and primary work location of all Employees, together with the base salary, bonus opportunity (if applicable), and hire date; (bc) Seller shall not enter into any union contracts or other agreements with any Employees at or relating to the Hotel which would be the responsibility of Buyer from and after the Closing Date without advance notice to, and the written consent of, Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, and Seller shall use commercially reasonable efforts (subject to applicable Laws) to cause Hotel Manager to not enter any union contracts or other agreements with any Employees at or relating to the Hotel which would be the responsibility of Buyer from and after the Closing Date without advance notice to, and the written consent of, Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; (d) accept, in the ordinary course of business, booking contracts for the use of guest rooms and the facilities of the Hotel; (ce) keep, observe, and perform all material obligations under the Space Leases, the Contracts, the Equipment Leases, the Franchise Agreements, the Management Agreements and all other applicable contractual arrangements relating to the PropertyProperty and use commercially reasonable efforts to enforce the obligations of the applicable third parties thereunder; (df) perform maintenance obtain and repairs keep the FF&E, Fixed Asset Supplies and Inventories adequately stocked, substantially similar to the quantities Seller stocked the Property with prior to the Effective Date and, at Closing, in no event less than a minimum two and one half (2 ½) full turns of par levels of linens for each room at each Hotel, and with respect to Inventories, a minimum supply for each room plus supplies sufficient for an additional five (5) days (provided, however, a failure of the foregoing covenant at Closing shall not be a default hereunder but Buyer shall receive a credit at Closing in an amount reasonably determined by Buyer and Seller), and Seller shall not sell, pledge, or otherwise transfer, change the status title, or remove or permit to be removed any item of Personal Property, unless such removal is in connection with the replacement of such item by a comparable new item or would otherwise constitute operation in the ordinary normal course of business, except that Seller shall not be required to make any capital improvements or replacements to the Property; (eg) Sellers will not, and, subject to the Management Agreement, will not permit Operating Tenant and Hotel Manager to, to enter into or otherwise amend or terminate any Space Leases, Material Equipment Leases, or Material Contracts (except as expressly required by the terms thereof) without the prior written approval of Buyer, which approval (i) prior to the Due Diligence Deadline, shall not be unreasonably withheld, conditioned or delayed, and (ii) after the Due Diligence Deadline, may be given or withheld in Buyer’s sole and absolute discretion; provided, however, that in the event Buyer fails to respond to Sellers Seller within five three (53) Business Days after Buyer is notified of such proposed agreement, amendment or termination, such failure to respond shall be deemed to constitute Buyer’s approval of same. Notwithstanding the foregoing, Sellers Seller will be allowed at all times to (A) amend, extend or terminate Space Leases, Equipment Leases, and Contracts as expressly required by the terms thereofthereof (provided Seller shall use commercially reasonable efforts to give Buyer at least five (5) Business Days prior notice), and (B) enter into new Space Leases, Equipment Leases or Contracts if they are either (I) not a Material Contract or Material Equipment Lease or (II) terminable by Buyer without any termination fee and upon not more than thirty (30) days’ notice; ; (h) maintain in effect all policies of casualty and liability insurance, or similar policies of insurance, with substantially the same limits of coverage now carried with respect to the extent any Hotel. In addition, Seller enters into, amends shall use best efforts to (i) make available to Buyer copies of the Insurance Policies or terminates any Space Lease, Equipment Lease or Contract to cause the Hotel Manager to abstract the material terms of the Insurance Policies at least three (3) Business Days prior to the Due Diligence Deadline, Sellers shall promptly, but Deadline and (ii) make its insurance brokers and consultants available to discuss with Buyer all insurance policies covering the Property in no event two order to assist Buyer in implementing insurance coverage as of the Closing Date; (2i) Business Day, provide promptly notify Buyer of (i) any written notice received by Seller or, to Seller’s knowledge, Hotel Manager of any pending or threatened litigation or governmental proceeding affecting Seller or the same Property (or any portion thereof) or (ii) any written notice received by Seller or Hotel Manager from any governmental authority regarding any violation (or alleged violation) against the Property (or any portion thereof), and Seller shall not engage in the commencement of any litigation, arbitration or governmental proceedings without Buyer’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed (other than related to (i) the collection of receivables, (ii) insurance coverage or the recovery of insurance proceeds or (iii) the filing of a copy tax appeal pursuant to and in accordance with Section 14.8 which shall not require Buyer consent provided Seller shall give Buyer notice thereof); (j) use commercially reasonable efforts to keep in full force and effect all Permits and licenses, including without limitation, the Liquor License; (k) subject to Article XIII, Seller shall not perform any material alterations to the Buyer. Sellers will not, and, will not permit Operating Tenant to, enter into or otherwise amend or terminate any of the Existing Financing Documents Property without the prior written approval of Buyer, which approval (i) prior to the Due Diligence Deadline, shall not be unreasonably withheld, conditioned or delayed, except for ongoing improvements and renovations in the ordinary course of business in substantially the same manner as currently performed; (l) Seller shall not initiate, consent to, approve or acquiesce in any modification of any zoning restrictions or regulations with respect to the Property; (m) Promptly following receipt thereof, Seller shall provide Buyer with a copy of (i) all written notices of breach, default or termination delivered to Seller under the Franchise Agreement and written notices of violation of or non-compliance with Franchisor's quality assurance or similar program delivered to Seller under the Franchise Agreement, and (ii) after all monthly profit and loss statements (in the Due Diligence Deadlineformat previously provided to Buyer) and STAR reports, may be given or withheld in Buyer’s sole provided by Hotel Manager to Seller, and, when available, the 2016 operating budget and absolute discretioncapital expenditure plan; (fn) provide Seller shall not voluntarily subject the Property to any liens, encumbrances, covenants or easements or other rights or claims which are not otherwise Required Cure Items without the prior written notice approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that in the event Buyer fails to respond to Seller within five (5) Business Days after Buyer is notified of any litigationsuch proposed matter, arbitration, investigation, labor dispute such failure to respond shall be deemed to constitute Buyer’s approval of which Seller or Operating Tenant receives written notice, and provide a copy of any notice of default under any Existing Financing Document, Space Lease, Equipment Lease, Contract, Franchise Agreement or Management Agreement; (g) provide Buyer with monthly operating statements received by Sellers or Operating Tenant from the Hotel Managers; (h) use commercially reasonable efforts to preserve in force all existing material Permits and to timely file all returns same solely with respect to any Taxes and timely pay all Taxes (subject request to properly filed extensions and rights to appeal), and to cause all those Permits expiring on enter into an easement or before similar agreement necessary for the Closing Date to be renewed prior to continued operation of the Closing DateProperty; and (io) subject to Section 12.5 and Section 15.19, at the applicable Seller’s sole cost and expense, cause the applicable existing Management Agreement and Operating Lease to be terminated as of the Closing Date.

Conduct of Business; Maintenance and Operation of Property. Between the Effective Date date of execution of this Agreement and the Closing Date, subject Seller shall continue to carry on the business and maintain the Hotel as currently conducted and consistent with the terms of the applicable Management Agreement, each . Seller shall cause its Property to be operated and managed in the manner which is substantially similar to the manner it has been operated and managed prior to the Effective Date, which undertaking includes, but is not limited towill: (ai) provide operate, manage, and maintain the Hotel in accordance with the Manager’s standards as currently employed at the Hotel, including, without limitation, (A) using commercially reasonable efforts to keep a level of employment at each the Hotel sufficient for the normal operations of such the Hotel as currently conducted; conducted and to preserve its relations with guests, suppliers and other parties doing business with Seller with respect to the Property and (bB) accept, accept Bookings in the ordinary course of business, booking contracts for the and use of guest rooms and facilities of the Hotel;commercially reasonable efforts to retain such Bookings. (cii) keep, observe, and perform all of its material obligations under the Space Tenant Leases, the ContractsOperating Agreements, the Equipment Leases, the Franchise Agreements, the Management Agreements Agreement and all other applicable contractual arrangements relating to the PropertyHotel; (diii) perform maintenance keep merchandise, supplies and repairs inventory adequately stocked, consistent with the standards set forth in the Management Agreement, as if the sale of the Hotel were not to occur, (iv) not grant any free rent, rebate or other concession to any present or future tenant, other than in the ordinary course of business, without Buyer's prior written consent; (v) not sell or assign, or enter into any agreement to sell or assign the Hotel or any portion thereof, except the provision of rooms or other facilities at the Hotel in the ordinary course of business; (vi) not intentionally create any liens or encumbrances other than the Permitted Exceptions and other encumbrances that Seller shall not would be required released at Closing; (vii) make or cause to make be made payment for all goods and services which have been provided in connection with the Hotel in the ordinary course of business; (viii) promptly notify Buyer of receipt by Seller, or any capital improvements of its agents of any written notice of any violations of zoning, building, fire, health, environmental or replacements other statutes, ordinances, regulations or orders relating or referring to the Property; (e) Sellers will not, and, will not permit Operating Tenant and the Hotel Manager to, enter into or otherwise amend other improvements on the Land or terminate of any Space Leases, Material Equipment Leases, written claim or Material Contracts (except as expressly required by notice of dispute relating to or affecting the terms thereof) without the prior written approval of Buyer, which approval (i) prior to the Due Diligence Deadline, shall not be unreasonably withheld, conditioned or delayedHotel, and (ii) after the Due Diligence Deadline, may be given or withheld in Buyer’s sole and absolute discretion; provided, however, that in the event Seller will send a copy to Buyer fails to respond to Sellers of any such notice within five (5) Business Days after Buyer business days of receipt; (ix) not remove nor permit to be removed any of the Personal Property from the Hotel unless any such item is notified of such proposed agreement, amendment or termination, such failure to respond shall be deemed to constitute Buyer’s approval of same. Notwithstanding the foregoing, Sellers will be allowed at all times to (A) amendreplaced by a substitute of equal or greater value, extend or terminate Space Leases, Equipment Leases, and Contracts as expressly required by the terms thereof, and (B) enter into new Equipment Leases or Contracts if they are either (I) not a Material Contract or Material Equipment Lease an obsolete item of Personal Property, or (IIC) terminable by Buyer without any termination fee and upon not more than thirty (30) days’ notice; to otherwise in the extent any Seller enters into, amends or terminates any Space Lease, Equipment Lease or Contract prior to the Due Diligence Deadline, Sellers shall promptly, but in no event two (2) Business Day, provide written notice ordinary course of the same and a copy to the Buyer. Sellers will not, and, will not permit Operating Tenant to, enter into or otherwise amend or terminate any of the Existing Financing Documents without the prior written approval of Buyer, which approval (i) prior to the Due Diligence Deadline, shall not be unreasonably withheld, conditioned or delayed, and (ii) after the Due Diligence Deadline, may be given or withheld in Buyer’s sole and absolute discretionbusiness; (fx) provide written notice reasonably assist Buyer, at no cost to Seller, in applying for and securing any licenses, including, but not limited to permits, certificates of occupancy or other authorizations which Buyer may require or reasonably deem desirable in connection with its acquisition of the Hotel; (xi) promptly notify Buyer of any litigationaction, arbitrationsuit or other proceedings pending or, investigation, labor dispute of which Seller or Operating Tenant receives written notice, and provide a copy of any notice of default under any Existing Financing Document, Space Lease, Equipment Lease, Contract, Franchise Agreement or Management Agreement; (g) provide Buyer with monthly operating statements received by Sellers or Operating Tenant from the Hotel Managers; (h) use commercially reasonable efforts to preserve in force all existing material Permits and to timely file all returns with respect to any Taxes and timely pay all Taxes (subject to properly filed extensions and rights to appeal), and to cause all those Permits expiring on or before the Closing Date to be renewed prior to the Closing Date; and (i) subject to Section 12.5 and Section 15.19knowledge of Seller, at threatened against Seller in writing or affecting the applicable Seller’s sole cost and expense, cause the applicable existing Management Agreement and Operating Lease to be terminated as of the Closing DateProperty before any court or governmental authority.

Conduct of Business; Maintenance and Operation of Property. Between the Effective Contract Date and the Closing Date, subject Seller shall continue to carry on the business of the Hotel as currently conducted and consistent with the terms of Franchise Agreement and the applicable Existing Management Agreement, each . Seller shall cause its the Property to be operated maintained in its present order and managed condition, normal wear and tear excepted, so that the Property shall, except for normal wear and tear, be in substantially the manner which is substantially similar to same condition on the manner it has been operated and managed prior to Closing Date as on the Effective Contract Date, which undertaking includes, but is not limited . Seller will or will cause Existing Manager to: (a) provide operate, manage, and maintain the Hotel in accordance with the Hilton system standards as currently employed at the Hotel, including, without limitation, (i) using reasonable efforts to keep a level of employment at each the Hotel sufficient for the normal operations of such the Hotel as currently conducted; conducted and to preserve its relations with guests, suppliers and other parties doing business with Seller with respect to the Property, (bii) accept, in the ordinary course of business, accepting booking contracts for the use of guest rooms the Hotel facilities on terms not less favorable than the terms typically arranged by Seller as of the date of this Agreement and facilities using reasonable efforts to retain such bookings, and (iii) maintaining the current level of advertising and other promotional activities for the Hotel; (cb) keep, observe, and perform all its material obligations under the Space Leases, the Contracts, the Equipment Leases, the Franchise Agreements, the Management Agreements Leases and all other applicable contractual arrangements relating to the PropertyHotel; (c) keep merchandise, supplies and inventory adequately stocked, consistent with the standards set forth in the Franchise Agreement, as if the sale of the Hotel were not to occur, (d) perform maintenance and repairs not grant any bonus, free rent, rebate or other concession to any present or future tenant, other than in the ordinary course of business, except that Seller shall not be required to make any capital improvements or replacements to the Propertywithout Purchaser’s prior written consent; (e) Sellers will notnot sell or assign, and, will not permit Operating Tenant and Hotel Manager to, or enter into any agreement to sell or otherwise amend assign the Hotel or terminate any portion thereof, except for Space Leases, Material Equipment LeasesPermitted Exceptions, customary easements and the provision of rooms or Material Contracts other facilities at the Hotel in the ordinary course of business; (except as expressly required f) not permit or suffer any liens or encumbrances that exceed the Purchase Price to affect the Hotel other than the Permitted Exceptions; (g) make or cause to be made timely payment in full for all goods and services which have been provided in connection with the Hotel and all debt, if any, secured by the terms thereofHotel; (h) not enter into any new service agreements or other contracts without the prior first obtaining written approval of Buyer, consent from Purchaser (which approval (i) prior to the Due Diligence Deadline, consent shall not be unreasonably withheld, withheld or conditioned or delayed, and (ii) after the Due Diligence Deadline, may shall be given granted or withheld in Buyer’s sole and absolute discretion; providedwriting, howeveraccompanied by a reasonably detailed explanation if such consent is not granted, that in the event Buyer fails to respond to Sellers within five (5) Business Days business days after Buyer is notified Purchaser’s receipt of Seller’s request for such proposed agreement, amendment or termination, consent) except for such failure to respond contracts as may be entered into in the ordinary course of Seller’s business and which shall be deemed to constitute Buyer’s approval of same. Notwithstanding the foregoing, Sellers will be allowed at all times to (A) amend, extend or terminate Space Leases, Equipment Leases, and Contracts as expressly required by the terms thereof, and (B) enter into new Equipment Leases or Contracts if they are either (I) not a Material Contract or Material Equipment Lease or (II) terminable by Buyer Purchaser and its assigns at will and without any termination fee and cost to Purchaser upon not more than thirty ninety (3090) days’ notice; to the extent any Seller enters into, amends notice or terminates any Space Lease, Equipment Lease or Contract prior to the Due Diligence Deadline, Sellers shall promptly, but in no event two (2) Business Day, provide written notice upon sale of the same Hotel (and if Purchaser does not respond to a copy written request for consent within the five (5) business-day period described above, the requested consent shall be irrevocably deemed to the Buyer. Sellers will not, and, will not permit Operating Tenant to, enter into or otherwise amend or terminate any of the Existing Financing Documents without the prior written approval of Buyer, which approval (i) prior to the Due Diligence Deadline, shall not be unreasonably withheld, conditioned or delayed, and (ii) after the Due Diligence Deadline, may be given or withheld in Buyer’s sole and absolute discretionhave been given); (f) provide written notice to Buyer of any litigation, arbitration, investigation, labor dispute of which Seller or Operating Tenant receives written notice, and provide a copy of any notice of default under any Existing Financing Document, Space Lease, Equipment Lease, Contract, Franchise Agreement or Management Agreement; (g) provide Buyer with monthly operating statements received by Sellers or Operating Tenant from the Hotel Managers; (h) use commercially reasonable efforts to preserve in force all existing material Permits and to timely file all returns with respect to any Taxes and timely pay all Taxes (subject to properly filed extensions and rights to appeal), and to cause all those Permits expiring on or before the Closing Date to be renewed prior to the Closing Date; and (i) subject promptly notify Purchaser of receipt by Seller, or any of its agents of any written notice of any violations of zoning, building, fire, health environmental or other statutes, ordinances, regulations or order relating or referring to Section 12.5 the Hotel or any improvements thereon or of any written claim or notice of dispute relating to or affecting the Hotel, and Section 15.19Seller will send a copy to Purchaser of any such notice within five (5) business days of receipt, and Seller will correct the same or cause the same to be corrected; (j) not remove nor permit to be removed any of the Personal Property from the Hotel unless any such item is (i) replaced by a substitute of equal or greater value or (ii) an obsolete item of Personal Property; (k) render such additional assistance in effectuating the transition as Purchaser may reasonably request, provided Purchaser shall reimburse Seller for reasonable out-of-pocket expenses authorized by Purchaser in writing in advance; (l) on or prior to the twentieth (20th) day of each month, deliver to Purchaser the internal reports for the prior month produced by the Existing Manager pursuant to the Existing Management Agreement showing the performance of the Hotel; (m) at Purchaser’s sole cost and expense, assist Purchaser in applying for and securing any licenses, including, but not limited to permits, certificates of occupancy or other authorizations which Purchaser may require or reasonably deem desirable in connection with its acquisition of the applicable Hotel; (n) promptly notify Purchaser of any action, suit or other proceedings pending or, to the knowledge of Seller, threatened against Seller in writing or affecting the Property before any court or governmental authority; (o) at Seller’s sole cost and expense, cause the applicable existing Franchise Agreement and the Existing Management Agreement and Operating Lease to be terminated as of the Closing Date; provided, however, that Seller shall not be deemed to be in breach of this covenant if the reason the foregoing agreements are not terminated is (a) because the Closing does not occur because of the failure of a condition precedent (other than one in Seller’s control) or a breach by Purchaser or (b) Purchaser is unable to satisfy the Franchisor’s requirements for entering into the Purchaser Franchise Agreement notwithstanding Purchaser’s good faith efforts to do so; (p) comply with Seller’s obligations to make timely payments of principal and interest due with respect to the Existing Debt, not voluntarily make any prepayments of principal with respect to the Existing Debt, and not modify or amend the Loan Documents without the express prior written consent of Purchaser in each instance.