Common use of Interim Operation Clause in Contracts

Interim Operation. Seller hereby covenants and agrees that between ----------------- the date of this Agreement and the Closing, Seller shall: (a) Operate, manage, and maintain the Hotel consistent with Seller's prior practice and as a reasonable and prudent operator of like-kind hotels in the same competitive market would operate, manage, and maintain the Hotel, including, without limitation, (i) using reasonable efforts to keep available the services of its present employees at the Improvements and to preserve its relations with guests, suppliers and other parties doing business with Seller with respect to the Hotel, (ii) accepting booking contracts for the use of the Hotel facilities on terms not less favorable than the terms typically arranged by Seller for the relevant season as of the date of this Agreement in accordance with Seller's prior practice, (iii) maintaining the current level of advertising and other promotional activities for Hotel facilities, (iv) maintaining its books of accounts and records in the usual, regular and ordinary manner, in accordance with generally accepted accounting principles applied on a basis consistent with the basis used in keeping its books in prior years, and (v) remaining in substantial compliance with the Franchise Agreement; (b) Not commit waste of any portion of the Hotel; (c) Keep and maintain the Hotel in a state of repair and condition consistent with the requirements of clause (a) above; (d) Keep, observe, and perform all its obligations under the Leases, the FF&E Leases, the Service Contracts, the Licenses in a manner consistent with prior practices (in particular, the license agreement between Seller and Franchisor (as hereinafter defined) for the Hotel), and all other applicable and material contractual arrangements relating to the Hotel; (e) If Purchaser does not terminate this Agreement prior to expiration of the Review Period, thereafter Seller shall not enter into any new agreements of the nature of the Service Contracts, FF&E Leases, or Leases or any material amendments, modifications, renewals or extensions of any existing Service Contracts, FF&E Leases, or Leases without Purchaser's prior written consent, except that Seller shall not be required to obtain Purchaser's consent to any new agreement or any renewal or extension of existing agreements which may be terminated on not more than forty-five (45) days' prior notice without cost or expense. Prior to the expiration of the Review Period, Seller may enter into new arms-length agreements of the nature of the Service Contracts, or any amendments, modifications, renewals or extensions thereof in the ordinary course of business without Purchaser's consent provided that Seller shall provide Purchaser with a copy of any such instrument promptly after execution and further provided that any such agreement may be terminated upon not more than forty-five (45) days' prior notice without cost or expense; (f) Not cause or permit the removal of FF&E from the Hotel except for the purpose of discarding and replacing, where needed or appropriate, worn items, and timely make all repairs, maintenance, and replacements to keep the Hotel and all FF&E in good operating condition; (g) Keep Supplies adequately stocked, consistent with Seller's current business practice, as if the sale of the Hotel hereunder were not to occur; (h) Not grant any bonus, free rent, rebate or other concession to any present or future Tenant, without Purchaser's prior written consent; (i) Advise Purchaser promptly of any litigation, arbitration, or administrative hearing before any court or governmental agency concerning or affecting the Hotel which is instituted, or threatened (in writing) after the date of this Agreement, or if Seller's Representatives learn that any representation or warranty contained in this Agreement has become materially misleading or false; (j) Not intentionally take, or omit to take, any action that would have the effect of violating any of the representations, warranties, covenants or agreements of Seller contained in this Agreement; (k) Comply in all material respects with all federal, state, and municipal laws, ordinances, regulations, and orders relating to the Hotel other than the Americans with Disabilities Act of 1990, as amended ("ADA"), it being acknowledged by Purchaser that Seller is unaware of any violation thereof and that Seller shall have no obligation to Purchaser to do anything further in connection therewith; (l) Not sell or assign or enter into any agreement to sell or assign, or to create or permit to exist any lien or encumbrance (other than a Permitted Exception) on, the Hotel or any portion thereof; (m) Not allow any material License or other right currently in existence which is significant to the operation, use, occupancy or maintenance of the Hotel to expire, be canceled or otherwise terminated without Purchaser's prior written consent unless such License shall be renewed or re-obtained in the ordinary course of business; (n) Not cancel any existing booking contracts for the use of Hotel facilities or new booking contracts obtained by Seller after the date of this Agreement except as may be consistent with prior practices, and continue to book contracts and reservations consistent with prior practices; (o) Pay or cause to be paid all taxes, assessments and other impositions levied or assessed on the Hotel or any part thereof on or before the date on which the payment thereof is delinquent; and (p) Not voluntarily alter the existing insurance coverage for the Hotel.

Interim Operation. Seller hereby covenants and agrees that ----------------- between ----------------- the date of this Agreement and the Closing, Seller shall:shall (in all cases consistent with past practices): (a) 1. Operate, manage, and maintain the Hotel Property consistent with Seller's prior practice and as a reasonable and prudent operator of like-kind similar hotels in the same competitive market would operate, manage, and maintain the HotelProperty, including, without limitation, (ia) using reasonable efforts to keep available the services of its present employees at the Improvements and to preserve its relations with guests, suppliers and other parties doing business with Seller with respect to the HotelProperty, (iib) accepting booking contracts for the use of the Hotel Property facilities on terms not less favorable than the terms typically arranged by Seller for the relevant season as of the date of this Agreement in accordance and retaining such bookings consistent with Seller's prior practice, (iiic) maintaining the current level of advertising and other promotional activities for Hotel Property facilities, (ivd) maintaining its books of accounts and records in the usual, regular regular, timely, and ordinary manner, in accordance with generally accepted accounting principles applied on a basis consistent with the basis used in keeping its books in prior years, and (ve) remaining in substantial compliance with all current license and franchise agreements, and (f) maintaining the Franchise Agreementpresent level of insurance with respect to the Property; (b) 2. Not commit waste of any portion of the HotelProperty affecting the value of the Property in any material respect; (c) 3. Keep and maintain the Hotel Property in a state of repair and condition consistent with the requirements of clause (a8.(b)(1) above; (d) 4. Keep, observe, and perform all its obligations under the Leases, the FF&E Leases, the Service Contracts, the Licenses in a manner consistent with prior practices (in particular, the license agreement between Seller and Franchisor (as hereinafter defined) for the Hotel)Licenses, and all other applicable and material contractual arrangements relating to the HotelProperty; 5. Not enter into (ea) If Purchaser does not terminate this Agreement prior to expiration any new agreements of the Review Periodnature of the Occupancy Agreements or any amendments, thereafter Seller shall modifications, renewals or extensions of any existing Occupancy Agreements that are not enter into consistent with Seller's prior practice at the Property, or (b) any new agreements of the nature of the Service Contracts, FF&E Leases, or Leases or any material amendments, modifications, renewals or extensions of any existing Service Contracts, FF&E Leases, or Leases without Purchaser's prior written consent, except that Seller shall not be required to obtain Purchaser's consent to any new agreement or to any renewal or extension specifically permitted under the terms of an existing agreements which may Service Contract, FF&E Lease, or Lease on terms consistent with prudent commercial practice, provided that any such new agreement or renewal or extension shall be terminated terminable without penalty on not more than forty-five (45) 30 days' prior notice without cost or expense. Prior to the expiration notice, for Service Contracts and FF&E Leases, and shall not exceed a term of the Review Period6 months, Seller may enter into new arms-length agreements of the nature of the Service Contractsfor Leases, or in any amendmentscase costs in excess of $10,000.00, modifications, renewals or extensions thereof in the ordinary course of business without Purchaser's prior written consent, such consent not to be unreasonably withheld or delayed; provided that Seller shall provide deliver to Purchaser with a copy of any such instrument promptly after execution and further provided that any new agreement or renewal or extension whether or not such agreement may be terminated upon not more than forty-five (45) days' prior notice without cost or expenseconsent is required under this Section 8.(b)(5); (f) 6. Not cause or permit the removal of FF&E from the Hotel Property except for the purpose of discarding and replacing, where needed or appropriate, worn items, and timely make all repairs, maintenance, and replacements to keep the Hotel Property and all FF&E in good operating condition; (g) 7. Keep Supplies supplies adequately stocked, consistent with Seller's current business prior practice, as if the sale of the Hotel Property hereunder were was not going to occur, including without limitation, maintaining linens and bath towels and washcloths at least at a 3-par level for all guest rooms in the Property; (h) 8. Not grant any bonus, free rent, rebate or other concession to any present or future Tenant, not otherwise specifically granted in the operative Lease, without Purchaser's prior written consent; (i) 9. Advise Purchaser promptly of any litigation, arbitration, or administrative hearing before any court or governmental agency concerning or affecting the Hotel Property which is instituted, Seller becomes aware of being instituted or threatened (in writing) after the date of this Agreement, or if Seller's Representatives learn that any representation or warranty contained in this Agreement has become materially misleading or false; (j) Not intentionally take, or omit to take, any action that would have the effect of violating any 10. Comply with all matters of the representations, warranties, covenants or agreements nature of Seller contained the matters described in this Agreementsubsections 7.(f) and 7.(q) above; (k) Comply in all material respects with all federal, state, and municipal laws, ordinances, regulations, and orders relating to the Hotel other than the Americans with Disabilities Act of 1990, as amended ("ADA"), it being acknowledged by Purchaser that Seller is unaware of any violation thereof and that Seller shall have no obligation to Purchaser to do anything further in connection therewith; (l) 11. Not sell or assign or enter into any agreement to sell or assign, or to create or permit to exist (as of Closing) any lien or encumbrance (other than a Permitted Exception) on, on the Hotel Property or any portion thereof; (m) 12. Not allow any material License or other right currently in existence which is significant with respect to the operation, use, occupancy or maintenance of the Hotel Property to expire, be canceled or otherwise terminated without Purchaser's prior written consent unless such License shall be renewed or re-obtained in the ordinary course of businessconsent; (n) Not 13. Except to the extent consistent with prior practice, not cancel any existing booking contracts for the use of Hotel Property facilities or new booking contracts obtained by Seller after the date of this Agreement except as may be consistent with prior practices, and continue to book contracts and reservations consistent with prior practices;Agreement; and (o) 14. Pay or cause to be paid all taxes, assessments and other impositions levied or assessed on the Hotel Property or any part thereof on or before prior to the date on which the payment thereof is delinquent; and (p) Not voluntarily alter the existing insurance coverage for the Hoteldue.

Interim Operation. Seller Sellers hereby covenants covenant and agrees agree that between ----------------- the date of this Agreement and the Closing, Seller shallSellers shall cause the Partnership to: (a) Operate, manage, and maintain the Hotel consistent with Sellerthe Partnership's prior practice and as a reasonable and prudent operator of like-like- kind hotels in the same competitive market would operate, manage, and maintain the Hotel, including, without limitation, (i) using reasonable efforts to keep available the services of its present employees at the Improvements and to preserve its relations with guests, suppliers and other parties doing business with Seller the Partnership and/or Sellers with respect to the Hotel, (ii) accepting booking contracts for the use of the Hotel facilities on terms not less favorable than the terms typically arranged by Seller for the relevant season Partnership as of the date of this Agreement in accordance with Seller's prior practiceand retaining such bookings, (iii) maintaining the current level of advertising and other promotional activities for Hotel facilities, (iv) maintaining its books of accounts and records in the usual, regular and ordinary manner, in accordance with generally accepted accounting principles applied on a basis consistent with the basis used in keeping its books in prior years, and (v) remaining in substantial compliance with the Franchise Agreementall current license and franchise agreements; (b) Not commit waste of any portion of the Hotel; (c) Keep and maintain the Hotel in a state of repair and condition consistent with the requirements of clause (a) above; (d) Keep, observe, and perform all its obligations under the Leases, the FF&E Leases, the Service Contracts, the Licenses in a manner consistent with prior practices (in particular, the license agreement between Seller the Partnership and Franchisor (as hereinafter defined) for the Hotel), and all other applicable and material contractual arrangements relating to the Hotel; (e) If Purchaser does not terminate this Agreement prior to expiration of the Review Period, thereafter Seller shall not Not enter into any new agreements of the nature of the Service Contracts, FF&E Leases, or Leases or any material amendments, modifications, renewals or extensions of any existing Service Contracts, FF&E Leases, or Leases without Purchaser's prior written consent, except that Seller Sellers shall not be required to obtain Purchaser's consent to any new agreement or any renewal or extension specifically permitted under the terms of existing agreements which Service Contracts, FF&E Leases, or Leases or on terms at least as favorable to Sellers as set forth in such existing agreement, provided that any such renewal or extension may be terminated on not more than forty-five thirty (4530) days' days prior notice without cost or expense. Prior Any such renewal or extension to the expiration of the Review Period, Seller may enter into new arms-length agreements of the nature of the Service Contracts, or any amendments, modifications, renewals or extensions thereof in the ordinary course of business without which Purchaser's consent provided that Seller was not obtained, whether or not such consent is required under this Section 8.1(e), shall provide Purchaser with a copy of any such instrument promptly after execution and further provided that any such subject the applicable agreement may be terminated upon not more than forty-five (45) days' prior notice without cost or expenseto Purchaser's review under Section 5.5; (f) Not cause or permit the removal of FF&E from the Hotel except for the purpose of discarding and replacing, where needed or appropriate, worn items, and timely make all repairs, maintenance, and replacements to keep the Hotel and all FF&E in good operating condition; (g) Keep Supplies adequately stocked, consistent with Seller's current business prior practice, as if the sale transfer of the ownership interests in and to the Hotel hereunder were not to occur, including without limitation, maintaining linens and bath towels and washcloths at current levels existing as of September 15, 1996 for all 490 guest rooms in the Hotel; (h) Not grant any bonus, free rent, rebate or other concession to any present or future Tenant, without Purchaser's prior written consent; (i) Advise Purchaser promptly of any litigation, arbitration, or administrative hearing before any court or governmental agency concerning or affecting the Hotel which is institutedinstituted or, or to the actual knowledge of Sellers, threatened (in writing) after the date of this Agreement, Agreement or if Seller's Representatives learn that any representation or warranty contained in this Agreement has shall become materially misleading or false; (j) Not intentionally take, or omit to take, any action that would have the effect of violating any of the representations, warranties, covenants or agreements of Seller Sellers contained in this Agreement; (k) Comply in all material respects with all federal, state, and municipal laws, ordinances, regulations, and orders relating to the Hotel other than the Americans with Disabilities Act of 1990, as amended ("ADA"), it being acknowledged by Purchaser that Seller is unaware of any violation thereof and that Seller shall have no obligation to Purchaser to do anything further in connection therewithHotel; (l) Not sell or assign or enter into any agreement to sell or assign, or to create or permit to exist any lien or encumbrance (other than a Permitted Exception) on, the Hotel or any portion thereof; (m) Not allow any material License License, or any other right actually known to Sellers to be currently in existence which is significant with respect to the operation, use, occupancy or maintenance of the Hotel Hotel, to expire, be canceled or otherwise terminated without Purchaser's prior written consent unless such License shall be renewed or re-obtained in the ordinary course of businessconsent; (n) Not cancel any existing booking contracts for the use of Hotel facilities or any new booking contracts obtained by Seller the Partnership after the date of this Agreement except as may be consistent with prior practices, Agreement; and continue to book contracts and reservations consistent with prior practicespractices without referrals to any other Hotel; (o) Pay or cause to be paid all taxes, assessments and other impositions levied or assessed on the Hotel or any part thereof on or before the date on which the payment thereof is delinquentdue; and (p) Not voluntarily alter Keep the existing insurance coverage for the HotelHotel and the Partnership in full force and effect.

Interim Operation. Each related Seller hereby covenants and agrees that that, subject to the provisions of this Agreement, between ----------------- the date of this Agreement and the ClosingClosing Date, Seller in respect of its Property, it shall: (ai) Operate, manage, and maintain the Hotel consistent such Property in accordance with Seller's prior practice and Homewood Suites by Hilton(R) System standards as a reasonable and prudent operator of like-kind hotels in the same competitive market would operate, manage, and maintain the Hotelcurrently employed at such Property, including, without limitation, (i) using reasonable efforts to keep available the services of its the present employees at the Improvements and to preserve its relations with guests, suppliers and other parties doing business with such Seller with respect to the Hotelsuch Property, (ii) accepting booking contracts for the use of the Hotel Property's hotel facilities on terms not less favorable than the terms typically arranged by Seller for the relevant season as of the date of this Agreement in accordance with Seller's prior practiceand retaining such bookings, and (iii) maintaining the current level of advertising and other promotional activities for Hotel facilities, (iv) maintaining its books of accounts and records in the usual, regular and ordinary manner, in accordance with generally accepted accounting principles applied on a basis consistent with the basis used in keeping its books in prior years, and (v) remaining in substantial compliance with the Franchise Agreementsuch Property; (b) Not commit waste of any portion of the Hotel; (c) Keep and maintain the Hotel in a state of repair and condition consistent with the requirements of clause (a) above; (dii) Keep, observe, and perform all its material obligations under the Existing Leases, the FF&E Leases, the Service Contracts, the Licenses in a manner consistent with prior practices (in particular, the license agreement between Seller and Franchisor (as hereinafter defined) for the Hotel), Assigned Existing Agreements and all other applicable and material contractual arrangements relating to the Hotelits Property; (e) If Purchaser does not terminate this Agreement prior to expiration of the Review Period, thereafter Seller shall not enter into any new agreements of the nature of the Service Contracts, FF&E Leases, or Leases or any material amendments, modifications, renewals or extensions of any existing Service Contracts, FF&E Leases, or Leases without Purchaser's prior written consent, except that Seller shall not be required to obtain Purchaser's consent to any new agreement or any renewal or extension of existing agreements which may be terminated on not more than forty-five (45) days' prior notice without cost or expense. Prior to the expiration of the Review Period, Seller may enter into new arms-length agreements of the nature of the Service Contracts, or any amendments, modifications, renewals or extensions thereof in the ordinary course of business without Purchaser's consent provided that Seller shall provide Purchaser with a copy of any such instrument promptly after execution and further provided that any such agreement may be terminated upon not more than forty-five (45) days' prior notice without cost or expense; (f) Not cause or permit the removal of FF&E from the Hotel except for the purpose of discarding and replacing, where needed or appropriate, worn items, and timely make all repairs, maintenance, and replacements to keep the Hotel and all FF&E in good operating condition; (giii) Keep Supplies merchandise, supplies and inventory adequately stocked, consistent with Seller's current business practicethe standard set forth in clause (i) above, as if the sale of the Hotel hereunder Property in question were not to occur, including, without limitation, maintaining linens and bath towels at least at a 2-par level for all guest suites in such Property; (hiv) Not grant any bonus, free rent, rebate or other concession to any present or future Tenanttenant, without PurchaserBuyer's prior written consent; (iv) Advise Purchaser Buyer promptly of any litigation, arbitration, or administrative hearing before any court or governmental agency concerning or affecting the Hotel which is instituted, or threatened (in writing) after the date of this Agreement, or if Seller's Representatives learn it becomes aware that any representation or warranty contained in this Agreement has become materially misleading or falseis not true and correct in any material respect; (j) Not intentionally take, or omit to take, any action that would have the effect of violating any of the representations, warranties, covenants or agreements of Seller contained in this Agreement; (k) Comply in all material respects with all federal, state, and municipal laws, ordinances, regulations, and orders relating to the Hotel other than the Americans with Disabilities Act of 1990, as amended ("ADA"), it being acknowledged by Purchaser that Seller is unaware of any violation thereof and that Seller shall have no obligation to Purchaser to do anything further in connection therewith; (lvi) Not sell or assign assign, or enter into any agreement to sell or assign, or to create or permit to exist any lien or encumbrance (other than a Permitted Exception) on, assign the Hotel Property or any portion thereof; (mvii) Not Use its commercially reasonable efforts not to allow any material License permit, license or other right certificate currently in existence which is significant with respect to the operation, use, occupancy or maintenance of the Hotel Property to expire, be canceled cancelled or otherwise terminated without Purchaser's prior written consent unless such License shall be renewed or re-obtained in the ordinary course of business;terminated; and (nviii) Not cancel any existing booking contracts for the use of Hotel the Property's hotel facilities or new booking contracts obtained by such Seller after the date of this Agreement except as may be consistent with prior practices, and continue to book contracts and reservations consistent with prior practices; (o) Pay or cause to be paid all taxes, assessments and other impositions levied or assessed on the Hotel or any part thereof on or before the date on which the payment thereof is delinquent; and (p) Not voluntarily alter the existing insurance coverage for the HotelAgreement.

Interim Operation. Seller hereby covenants and agrees that between ----------------- the date of this Agreement and the Closing, Seller shall:shall (in all cases consistent with past practices): (a) Operate, manage, and maintain the Hotel consistent with Seller's prior practice and as a reasonable and prudent operator of like-kind hotels in the same competitive market would operate, manage, and maintain the Hotel, including, without limitation, (i) using reasonable efforts to keep available the services of its present employees at the Improvements and to preserve its HOTEL PURCHASE AGREEMENT - Page 12 ------------------------ relations with guests, suppliers and other parties doing business with Seller with respect to the Hotel, (ii) accepting booking contracts for the use of the Hotel facilities on terms not less favorable than the terms typically arranged by Seller for the relevant season as of the date of this Agreement in accordance and retaining such bookings consistent with Seller's prior practice, (iii) maintaining the current level of advertising and other promotional activities for Hotel facilities, (iv) maintaining its books of accounts and records in the usual, regular regular, timely, and ordinary manner, in accordance with generally accepted accounting principles applied on a basis consistent with the basis used in keeping its books in prior years, and (v) remaining in substantial compliance with all current license and franchise agreements, and (vi) maintaining the Franchise Agreementpresent level of insurance with respect to the Hotel; (b) Not commit waste of any portion of the HotelHotel affecting the value of the Hotel in any material respect; (c) Keep and maintain the Hotel in a state of repair and condition consistent with the requirements of clause (a) above; (d) Keep, observe, and perform all its obligations under the Leases, the FF&E Leases, the Service Contracts, the Licenses in a manner consistent with prior practices (in particular, the license agreement between Seller and Franchisor (as hereinafter defined) for the Hotel), and all other applicable and material contractual arrangements relating to the Hotel; (e) If Purchaser does not terminate this Agreement prior to expiration Not enter into (i) any new agreements of the Review Periodnature of the Occupancy Agreements or any amendments, thereafter Seller shall modifications, renewals or extensions of any existing Occupancy Agreements that are not enter into consistent with Seller's prior practice at the Hotel, or (ii) any new agreements of the nature of the Service Contracts, FF&E Leases, or Leases or any material amendments, modifications, renewals or extensions of any existing Service Contracts, FF&E Leases, or Leases without Purchaser's prior written consent, except that Seller shall not be required to obtain Purchaser's consent to any new agreement or to any renewal or extension specifically permitted under the terms of an existing agreements which may Service Contract, FF&E Lease, or Lease on terms consistent with prudent commercial practice, provided that any such new agreement or renewal or extension shall be terminated terminable without penalty on not more than forty-five thirty (4530) days' prior notice without cost or expense. Prior to the expiration notice, for Service Contracts and FF&E Leases, and shall not exceed a term of the Review Periodsix (6) months, Seller may enter into new arms-length agreements of the nature of the Service Contractsfor Leases, or in any amendmentscase cost in excess of $10,000.00, modifications, renewals or extensions thereof in the ordinary course of business without Purchaser's prior written consent, such consent not to be unreasonably withheld or delayed; provided that Seller shall provide deliver to Purchaser with a copy of any such instrument promptly after execution and further new agreement or renewal or extension whether or not such consent is required under this Section 8.1(e) at the time that Seller updates the Schedules as provided that any such agreement may be terminated upon not more than forty-five (45) days' prior notice without cost or expensein Section 9.3; (f) Not cause or permit the removal of FF&E from the Hotel except for the purpose of discarding and replacing, where needed or appropriate, worn items, and timely make all repairs, maintenance, and replacements to keep the Hotel and all FF&E in good operating condition; (g) Keep Supplies adequately stocked, consistent with Seller's current business prior practice, as if the sale of the Hotel hereunder were not to occur;, including without limitation, maintaining linens and bath towels and washcloths at least at a 3-par level for all guest rooms in the Hotel; HOTEL PURCHASE AGREEMENT - Page 13 ------------------------ (h) Not grant any bonus, free rent, rebate or other concession to any present or future Tenant, not otherwise specifically granted in the operative Lease, without Purchaser's prior written consent; (i) Advise Purchaser promptly of any litigation, arbitration, or administrative hearing before any court or governmental agency concerning or affecting the Hotel which is instituted, instituted or threatened (in writing) after the date of this Agreement, or if Seller's Representatives learn that any representation or warranty contained in this Agreement has become materially misleading or false; (j) Not intentionally take, or omit to take, any action that would have the effect of violating any of the representations, warranties, covenants or agreements of Seller contained in this Agreement;[Deleted] (k) Comply in all material respects with all federal, state, matters of the nature of the matters described in subsections 9.2(j) and municipal laws, ordinances, regulations, and orders relating to the Hotel other than the Americans with Disabilities Act of 1990, as amended ("ADA"), it being acknowledged by Purchaser that Seller is unaware of any violation thereof and that Seller shall have no obligation to Purchaser to do anything further in connection therewithk) below; (l) Not sell or assign or enter into any agreement to sell or assign, or to create or permit to exist (as of Closing) any lien or encumbrance (other than a Permitted Exception) on, the Hotel or any portion thereof; (m) Not allow any material License or other right currently in existence which is significant with respect to the operation, use, occupancy or maintenance of the Hotel to expire, be canceled or otherwise terminated without Purchaser's prior written consent unless such License shall be renewed or re-obtained in the ordinary course of businessconsent; (n) Not Except to the extent consistent with prior practice, not cancel any existing booking contracts for the use of Hotel facilities or new booking contracts obtained by Seller after the date of this Agreement except as may be consistent with prior practices, and continue to book contracts and reservations consistent with prior practices;Agreement; and (o) Pay or cause to be paid all taxes, assessments and other impositions levied or assessed on the Hotel or any part thereof on or before prior to the date on which the payment thereof is delinquent; and (p) Not voluntarily alter the existing insurance coverage for the Hoteldue.

Interim Operation. Seller and ACQ hereby covenants covenant and agrees agree that ----------------- between ----------------- the date of this Agreement and the Closing, or sooner termination of this Agreement, neither Seller shallnor ACQ shall take any action with respect to the Hotel without the prior written consent of American General Hospitality, Inc. ("MANAGER"), the current manager under the existing management agreement for the ------- Hotel, which consent shall (x) not be unreasonably withheld prior to the end of the Review Period and (y) may be withheld in its sole discretion following the end of the Review Period. In furtherance of the foregoing, Seller and ACQ shall direct Manager to: (a) Operate, manage, and maintain the Hotel consistent with Seller's prior practice and as a reasonable and prudent operator of like-kind hotels in the same competitive market would operate, manage, and maintain the Hotel, including, without limitation, (i) using reasonable efforts to keep available the services of its present employees at the Improvements and to preserve its relations with guests, suppliers and other parties doing business with Seller with respect to the Hotel, (ii) accepting booking contracts for the use of the Hotel facilities on terms not less favorable than the terms typically arranged by Seller for the relevant season as of the date of this Agreement in accordance with Seller's prior practiceand retaining such bookings, (iii) maintaining the current level of advertising and other promotional activities for Hotel facilities, (iv) maintaining its books of accounts and records in the usual, regular and ordinary manner, in accordance with generally accepted accounting principles applied on a basis consistent with the basis used in keeping its books in prior years, and (v) remaining in substantial compliance with the Franchise Agreementall current license and franchise agreements; (b) Not commit waste of any portion of the Hotel; (c) Keep and maintain the Hotel in a state of repair and condition consistent with the requirements of clause (a) above; (d) Keep, observe, and perform all its obligations under the Leases, the FF&E Leases, the Service Contracts, the Licenses in a manner consistent with prior practices (in particular, the license agreement between Seller and Franchisor (as hereinafter defined) for the Hotel), and all other applicable and material contractual arrangements relating to the Hotel; (e) If Purchaser does not terminate this Agreement prior to expiration of the Review Period, thereafter Seller shall not Not enter into any new agreements of the nature of the Service Contracts, FF&E Leases, the Sages Lease or any other Leases or any material amendments, modifications, renewals or extensions of any existing Service Contracts, FF&E Leases, or Leases without Purchaser's prior written consent, except that Seller shall not be required to obtain Purchaser's consent to any new agreement or any renewal or extension of existing agreements which may be terminated on not more than forty-five thirty (4530) days' days prior notice without cost or expense. Prior Any such new agreement or renewal or extension of existing agreements to the expiration of the Review Period, Seller may enter into new arms-length agreements of the nature of the Service Contracts, or any amendments, modifications, renewals or extensions thereof in the ordinary course of business without which Purchaser's consent provided that Seller was not obtained, whether or not such consent is required under this Section 8.1(e), shall provide Purchaser with a copy of any such instrument promptly after execution and further provided that any such subject the applicable agreement may be terminated upon not more than forty-five (45) days' prior notice without cost or expenseto Purchaser's review under Section 5.5; (f) Not cause or permit the removal of FF&E from the Hotel except for the purpose of discarding and replacing, where needed or appropriate, worn items, and timely make all repairs, maintenance, and replacements to keep the Hotel and all FF&E in good operating condition; (g) Keep Supplies adequately stocked, consistent with Seller's current good business practice, as if the sale of the Hotel hereunder were not to occur, including without limitation, maintaining linens and bath towels and washcloths at least at a 3-par level for all guest rooms in the Hotel; (h) Not grant any bonus, free rent, rebate or other concession to any present or future Tenant, without Purchaser's prior written consent; (i) Advise Purchaser promptly of any litigation, arbitration, or administrative hearing before any court or governmental agency concerning or affecting the Hotel which is instituted, instituted or threatened (in writing) after the date of this Agreement, Agreement or if Seller's Representatives learn that any representation or warranty contained in this Agreement has shall become materially misleading or false; (j) Not intentionally take, or omit to take, any action that would have the effect of violating any of the representations, warranties, covenants or agreements of Seller contained in this Agreement; (k) Comply in all material respects with all federal, state, and municipal laws, ordinances, regulations, and orders relating to the Hotel other than the Americans with Disabilities Act of 1990, as amended ("ADA"), it being acknowledged by Purchaser that Seller is unaware of any violation thereof and that Seller shall have no obligation to Purchaser to do anything further in connection therewithHotel; (l) Not sell or assign or enter into any agreement to sell or assign, or to create or permit to exist any lien or encumbrance (other than a Permitted Exception) on, the Hotel or any portion thereof; (m) Not allow any material License or other right currently in existence which is significant with respect to the operation, use, occupancy or maintenance of the Hotel to expire, be canceled or otherwise terminated without Purchaser's prior written consent unless such License shall be renewed or re-obtained in the ordinary course of businessconsent; (n) Not cancel any existing booking contracts for the use of Hotel facilities or new booking contracts obtained by Seller after the date of this Agreement except as may be consistent with prior practicesAgreement, and continue to book contracts and reservations consistent with prior practices; (o) Pay or cause to be paid all taxes, assessments and other impositions levied or assessed on the Hotel or any part thereof on or before the date on which the payment thereof is delinquentdue; and (p) Not voluntarily alter Keep the existing insurance coverage for the HotelHotel in full force and effect.

Interim Operation. Seller SGC hereby covenants and agrees that between ----------------- the date of this Agreement and the Closing, Seller Southgate shall: (a) Operate, manage, and maintain the Hotel Property consistent with SellerSouthgate's prior practice and as a reasonable and prudent operator of like-kind hotels Properties in the same competitive market would operate, manage, and maintain the HotelProperty, including, without limitation, (i) using reasonable efforts to keep available the services of its present employees at the Improvements and to preserve its relations with guestsTenants, suppliers and other parties doing business with Seller Southgate with respect to the HotelProperty, (ii) accepting booking contracts for the use of the Hotel facilities on terms not less favorable than the terms typically arranged by Seller for the relevant season as of the date of this Agreement in accordance with Seller's prior practice, (iii) maintaining the current level of advertising and other promotional activities for Hotel Property facilities, (iviii) maintaining its books of accounts and records in the usual, regular and ordinary manner, in accordance with generally accepted accounting principles applied on a basis consistent with the basis used in keeping its books in prior years, and (viv) remaining in substantial compliance with the Franchise Agreementall current Leases, Licenses and other agreements; (b) Not commit waste of any portion of the HotelProperty; (c) Keep and maintain the Hotel Property in a state of repair and condition consistent with the requirements of clause (a) above; (d) Keep, observe, and perform all its obligations under the Leases, the FF&E Leases, Service Contracts and the Service Contracts, the Licenses in a manner consistent with prior practices (in particular, the license agreement between Seller and Franchisor (as hereinafter defined) for the Hotel)Licenses, and all other applicable and material contractual arrangements relating to the HotelProperty; (e) If Purchaser does not terminate this Agreement prior to expiration of the Review Period, thereafter Seller shall not Not enter into any new agreements of the nature of the Service Contracts, FF&E Leases, Contracts or Leases or or, except in the ordinary course of business, any material amendments, modifications, renewals terminations, renewals, expansions or extensions of any existing Service Contracts, FF&E Contracts or Leases, or Leases without PurchaserAEGIS's prior written consent, except that Seller consent which shall not be required to obtain Purchaser's consent to any unreasonably withheld, delayed or conditioned. Any such new agreement or any renewal or extension of existing agreements to which may be terminated on not more than forty-five (45) days' prior notice without cost or expense. Prior to the expiration of the Review Period, Seller may enter into new arms-length agreements of the nature of the Service Contracts, or any amendments, modifications, renewals or extensions thereof in the ordinary course of business without PurchaserAEGIS's consent provided that Seller was not obtained, whether or not such consent is required under this Section 8.1(e), shall provide Purchaser with a copy subject the applicable agreement to AEGIS's review under Section 5.5. The cost of any such instrument promptly after execution and further provided that tenant improvements, tenant allowances or brokerage fees payable in connection with any such agreement may Lease to which AEGIS has consented as aforesaid shall be terminated upon not more than forty-five (45) days' prior notice without cost or expenseborne by AEGIS; (f) Not cause or permit the removal of FF&E from the Hotel Property of any article of Personal Property except as may be necessary for repairs, or the purpose discarding of discarding and replacing, where needed worn out or appropriate, worn useless items, provided, however, that any article removed for repairs shall be returned to the Property promptly upon its repair and timely make all repairs, maintenanceshall remain a part of the Personal Property whether or not such article shall be located on the Property at the time of the Closing, and replacements any article so discarded shall be replaced with a new article of similar quality and utility prior to keep the Hotel and all FF&E in good operating conditionClosing; (g) Keep Supplies adequately stockedNot make, consistent grant or suffer any mortgage, lien, pledge, encumbrance, charge, easement, right-of-way, covenant or restriction with Seller's current business practicerespect to the Real Property or the Personal Property or any portion thereof, as if without the sale prior written consent of the Hotel hereunder were not to occurAEGIS in each instance; (h) Not Except to the extent required by any written agreement in effect as of the date hereof, not take any steps with respect to the negotiations or appraisal of rent under any of the Leases nor grant any bonus, free rent, rebate or other concession to any present or future TenantTenant (other than pursuant to Leases to which AEGIS has consented under Section 8.1(e) above), in each case without PurchaserAEGIS's prior written consent; (i) Advise Purchaser AEGIS promptly of any litigation, arbitration, or administrative hearing before any court or governmental agency concerning or affecting the Hotel Property, or to its knowledge, the Contributor which is instituted, instituted or threatened (in writing) after the date of this Agreement, or if Seller's Representatives learn that any representation or warranty contained in this Agreement has become materially misleading or false; (j) Not intentionally Use its good faith efforts to not take, or omit fail to take, any action that would have the effect of violating any of the representations, warranties, covenants or agreements of Seller SGC contained in this Agreement; (k) Comply in all material respects Materially comply with all federal, state, and municipal laws, ordinances, regulations, and orders relating to the Hotel other than Property except for those compliance with which is the Americans with Disabilities Act responsibility of 1990, as amended ("ADA"), it being acknowledged by Purchaser that Seller is unaware of any violation thereof and that Seller shall have no obligation to Purchaser to do anything further in connection therewithtenants; (l) Not sell or assign or enter into any agreement to sell or assign, or to create or permit to exist any lien or encumbrance (other than a Permitted Exception) on, the Hotel Property, any portion thereof or any portion thereofinterest therein; (m) Not allow any material License or other right currently in existence which is significant with respect to the operation, use, occupancy or maintenance of the Hotel Property to expire, be canceled or otherwise terminated without PurchaserAEGIS's prior written consent unless such License shall be renewed or re-obtained in the ordinary course of businessconsent; (n) Not cancel undertake or commence any existing booking contracts for renovations or alterations at the use Property, except those necessary to comply with any of Hotel facilities or new booking contracts obtained by Seller after the date provisions of this Agreement except as may be consistent with Agreement, or the express provisions of any Lease, without the prior practices, and continue to book contracts and reservations consistent with prior practiceswritten consent of the AEGIS in each instance; (o) Pay or cause to be paid all taxes, assessments and other impositions levied or assessed on the Hotel Property or any part thereof on or before the date on which the payment thereof is delinquent; anddue; (p) Not voluntarily alter Keep the existing insurance coverage for the HotelProperty in full force and effect; (q) Not amend, modify or renew, or agree to amend, modify or renew, any ground lease or mortgage loan documents or agreements to which the Property may be subject, if any, without in each instance AEGIS's prior written consent; (r) Not apply any of the Deposits, whether to a default of a Tenant or otherwise; and (s) Not accept payments of rents, additional rents or any other sums due and payable under the Leases which are tendered more than one (1) month in advance of the due dates thereof.

Interim Operation. Seller The Managing Members hereby covenants covenant and agrees agree that between ----------------- the date of this Agreement and the Closing, Seller Crossroads shall: (a) Operate, manage, and maintain the Hotel Property consistent with Seller's Crossroads' prior practice and as a reasonable and prudent operator of like-kind hotels Properties in the same competitive market would operate, manage, and maintain the HotelProperty, including, without limitation, (i) using reasonable efforts to keep available the services of its present employees at the Improvements and to preserve its relations with guestsTenants, suppliers and other parties doing business with Seller Crossroads with respect to the HotelProperty, (ii) accepting booking contracts for the use of the Hotel facilities on terms not less favorable than the terms typically arranged by Seller for the relevant season as of the date of this Agreement in accordance with Seller's prior practice, (iii) maintaining the current level of advertising and other promotional activities for Hotel Property facilities, (iviii) maintaining its books of accounts and records in the usual, regular and ordinary manner, in accordance with generally accepted accounting principles applied on a basis consistent with the basis used in keeping its books in prior years, and (viv) remaining in substantial compliance with the Franchise Agreementall current Leases, Licenses and other agreements; (b) Not commit waste of any portion of the HotelProperty; (c) Keep and maintain the Hotel Property in a state of repair and condition consistent with the requirements of clause (a) above; (d) Keep, observe, and perform all its obligations under the Leases, the FF&E Leases, Service Contracts and the Service Contracts, the Licenses in a manner consistent with prior practices (in particular, the license agreement between Seller and Franchisor (as hereinafter defined) for the Hotel)Licenses, and all other applicable and material contractual arrangements relating to the HotelProperty; (e) If Purchaser does not terminate this Agreement prior to expiration of the Review Period, thereafter Seller shall not Not enter into any new agreements of the nature of the Service Contracts, FF&E Leases, Contracts or Leases or or, except in the ordinary course of business, any material amendments, modifications, renewals terminations, renewals, expansions or extensions of any existing Service Contracts, FF&E Contracts or Leases, or Leases without PurchaserAEGIS's prior written consent, except that Seller consent which shall not be required to obtain Purchaser's consent to any unreasonably withheld, delayed or conditioned. Any such new agreement or any renewal or extension of existing agreements to which may be terminated on not more than forty-five (45) days' prior notice without cost or expense. Prior to the expiration of the Review Period, Seller may enter into new arms-length agreements of the nature of the Service Contracts, or any amendments, modifications, renewals or extensions thereof in the ordinary course of business without PurchaserAEGIS's consent provided that Seller was not obtained, whether or not such consent is required under this Section 8.1(e), shall provide Purchaser with a copy subject the applicable agreement to AEGIS's review under Section 5.5. The cost of any such instrument promptly after execution and further provided that tenant improvements, tenant allowances or brokerage fees payable in connection with any such agreement may Lease to which AEGIS has consented as aforesaid shall be terminated upon not more than forty-five (45) days' prior notice without cost or expenseborne by AEGIS; (f) Not cause or permit the removal of FF&E from the Hotel Property of any article of Personal Property except as may be necessary for repairs, or the purpose discarding of discarding and replacing, where needed worn out or appropriate, worn useless items, provided, however, that any article removed for repairs shall be returned to the Property promptly upon its repair and timely make all repairs, maintenanceshall remain a part of the Personal Property whether or not such article shall be located on the Property at the time of the Closing, and replacements any article so discarded shall be replaced with a new article of similar quality and utility prior to keep the Hotel and all FF&E in good operating conditionClosing; (g) Keep Supplies adequately stockedNot make, consistent grant or suffer any mortgage, lien, pledge, encumbrance, charge, easement, right-of-way, covenant or restriction with Seller's current business practicerespect to the Real Property or the Personal Property or any portion thereof, as if without the sale prior written consent of the Hotel hereunder were not to occurAEGIS in each instance; (h) Not Except to the extent required by any written agreement in effect as of the date hereof, not take any steps with respect to the negotiations or appraisal of rent under any of the Leases nor grant any bonus, free rent, rebate or other concession to any present or future TenantTenant (other than pursuant to Leases to which AEGIS has consented under Section 8.1(e) above), in each case without PurchaserAEGIS's prior written consent; (i) Advise Purchaser AEGIS promptly of any litigation, arbitration, or administrative hearing before any court or governmental agency concerning or affecting the Hotel Property, or to its knowledge, the Contributor which is instituted, instituted or threatened (in writing) after the date of this Agreement, or if Seller's Representatives learn that any representation or warranty contained in this Agreement has become materially misleading or false; (j) Not intentionally Use its good faith efforts to not take, or omit fail to take, any action that would have the effect of violating any of the representations, warranties, covenants or agreements of Seller the Managing Members contained in this Agreement; (k) Comply in all material respects Materially comply with all federal, state, and municipal laws, ordinances, regulations, and orders relating to the Hotel other than Property except for those compliance with which is the Americans with Disabilities Act responsibility of 1990, as amended ("ADA"), it being acknowledged by Purchaser that Seller is unaware of any violation thereof and that Seller shall have no obligation to Purchaser to do anything further in connection therewithtenants; (l) Not sell or assign or enter into any agreement to sell or assign, or to create or permit to exist any lien or encumbrance (other than a Permitted Exception) on, the Hotel Property, any portion thereof or any portion thereofinterest therein; (m) Not allow any material License or other right currently in existence which is significant with respect to the operation, use, occupancy or maintenance of the Hotel Property to expire, be canceled or otherwise terminated without PurchaserAEGIS's prior written consent unless such License shall be renewed or re-obtained in the ordinary course of businessconsent; (n) Not cancel undertake or commence any existing booking contracts for renovations or alterations at the use Property, except those necessary to comply with any of Hotel facilities or new booking contracts obtained by Seller after the date provisions of this Agreement except as may be consistent with Agreement, or the express provisions of any Lease, without the prior practices, and continue to book contracts and reservations consistent with prior practiceswritten consent of the AEGIS in each instance; (o) Pay or cause to be paid all taxes, assessments and other impositions levied or assessed on the Hotel Property or any part thereof on or before the date on which the payment thereof is delinquent; anddue; (p) Not voluntarily alter Keep the existing insurance coverage for the HotelProperty in full force and effect; (q) Not amend, modify or renew, or agree to amend, modify or renew, any ground lease or mortgage loan documents or agreements to which the Property may be subject, if any, without in each instance AEGIS's prior written consent; (r) Not apply any of the Deposits, whether to a default of a Tenant or otherwise; and (s) Not accept payments of rents, additional rents or any other sums due and payable under the Leases which are tendered more than one (1) month in advance of the due dates thereof.