Common use of Maintenance Repairs and Alterations Clause in Contracts

Maintenance Repairs and Alterations. Except to the extent the failure to do so could not reasonably be expected to materially adversely affect a Borrowing Base Property or have a Material Adverse Effect: (a) Borrower will cause each of the Consolidated Group Properties to be operated, maintained, and managed in a professional manner at all times in all material respects as an upscale, upper-upscale or luxury hotel project under the names shown on Schedule III (as supplemented from time to time to reflect changes reasonably approved by Administrative Agent) and in a manner consistent with the way it is operated, maintained, and managed as of the date hereof with respect to any Consolidated Group Property owned or leased by Borrower on the date hereof (including all marketing, advertising, promotional, and reservation programs available as of the date hereof with respect to any such Consolidated Group Property). Borrower will keep in effect (or cause to be kept in effect) at all times all permits, licenses, and contractual arrangements as may be necessary to meet the standard of operation described in the foregoing sentence or as may be required by the law. Upon the request of the Administrative Agent, the Borrower will deliver to Administrative Agent true, correct, and complete copies of all permits and licenses necessary for the ownership and operation of the Consolidated Group Properties, issued in the name of the applicable Consolidated Group Property and consistent with any legal requirements. (b) Borrower will not commit or permit any waste or deterioration of or to any Consolidated Group Property. (c) Borrower will act prudently and in accordance with customary industry standards in managing and operating the Consolidated Group Properties. Borrower will keep the Consolidated Group Properties and all of its other assets which are reasonably necessary to the conduct of its business in good working order and condition, normal wear and tear excepted. (d) The Borrower will, and will cause Guarantor and each of their respective Subsidiaries to pay and discharge all lawful material claims that, if unpaid, could reasonably be expected to become a material Lien upon any properties of the Borrower, Guarantor or any of their respective Subsidiaries; provided, however, that neither the Borrower, Guarantor nor any of their respective Subsidiaries shall be required hereunder to pay any such claim that is being contested in good faith if it has maintained adequate reserves (in the good faith judgment of the management of the Borrower, Guarantor or such Subsidiary) with respect thereto in accordance with GAAP.

Maintenance Repairs and Alterations. Except Under all circumstances with respect to the Unencumbered Real Properties, and with respect to the Consolidated Group Properties that are not Unencumbered Real Properties: (a) except to the extent the failure to do so could not reasonably be expected to materially adversely affect a Borrowing Base Property or have a Material Adverse Effect: (a) , Borrower will cause each of the Consolidated Group Properties to be operated, maintained, and managed in a professional manner at all times in all material respects as an upscale, upper-upscale or luxury hotel project under accordance with the names shown on Schedule III (as supplemented from time to time to reflect changes reasonably approved by Administrative Agent) applicable customary industry standards and in a manner consistent with the way it is operated, maintained, and managed as of the date hereof with respect to any Consolidated Group Property owned or leased by Borrower on the date hereof (including all marketing, advertising, promotional, and reservation programs available as of the date hereof with respect to any such Consolidated Group Property)hereof. Borrower will keep in effect (or cause to be kept in effect) at all times all permits, licenses, and contractual arrangements as may be necessary to meet the standard of operation described in the foregoing sentence or as may be required by the law. Upon the request of the Administrative Agent, the Borrower will deliver to Administrative Agent true, correct, and complete copies of all permits and licenses necessary for the ownership and operation of the Consolidated Group PropertiesGroup, issued in the name of the applicable Consolidated Group Property entity and consistent with any legal requirements. (b) except to the extent the failure to do so could reasonably be expected to have a Material Adverse Effect, Borrower will not commit or permit any waste or deterioration of or to any Consolidated Group Property. (c) except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect, Borrower will act prudently and in accordance with customary industry standards in managing and operating the Consolidated Group Properties. Borrower will keep the Consolidated Group Properties and all of its other assets which are reasonably necessary to the conduct of its business in good working order and condition, normal wear and tear excepted. (d) The except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect, Borrower will, and will cause Guarantor and each of their respective Subsidiaries other Borrower Group Members to pay and discharge all lawful material claims that, if unpaid, could reasonably be expected to become a material Lien upon any properties of the Borrower, Guarantor or any of their respective Subsidiariesother Borrower Group Member; provided, however, that neither the Borrower, Guarantor nor any of their respective Subsidiaries other Borrower Group Members shall be required hereunder to pay any such claim that is being contested in good faith if it has maintained adequate reserves (in the good faith judgment of the management of the Borrower, Guarantor Borrower or such Subsidiaryany other Borrower Group Member) with respect thereto in accordance with GAAP.

Maintenance Repairs and Alterations. Except (a) Subject to the extent provisions of paragraph 10 below, and except for damages caused by Tenant, its agents or invitees, Landlord shall keep in good condition and repair the foundations, load bearing walls, exterior walls and roof (structure and membrane) of the Building and all common areas within the Building not leased to tenants. Tenant expressly waives the benefits of any statute now or hereafter in effect which would otherwise afford Tenant the right to make repairs at Landlord's expense or to terminate this Lease because of Landlord's failure to keep the Premises or the Building in good order, condition and repair. (b) Subject to the provisions of paragraph 10 below, Tenant shall, at Tenant's expense, maintain the interior portion of the Premises including, but not limited to, all plumbing and electrical fixtures and outlets, all computer and telecommunications wiring and outlets, and any interior glass in good condition and repair. If Tenant fails to do so could Landlord may, but shall not be required to, enter the Premises and put them in good condition, and Landlord's reasonable costs thereof as set forth in Landlord's demand to Tenant shall automatically become due and payable as additional rent. At the expiration or earlier termination of the term Tenant shall deliver up possession of the Premises in good condition and repair, only ordinary wear and tear excepted, and with only such improvements and alterations as shall have been made with Landlord's consent and not required by Landlord to be removed at the end of the term. Notwithstanding the foregoing, Tenant's maintenance obligations shall not include costs related to capital repairs, unless such repair costs result from Tenant's misuse of or failure to perform regular maintenance. (c) Tenant shall not, without Landlord's prior consent (which shall not be unreasonably withheld, conditioned or delayed), make any alterations, improvements or additions in or about the Premises; provided, however, Tenant may, without Landlord's consent, make interior, non-structural alterations or improvements within the Premises which do not lessen the value of the Premises and the total cost of which is less than $40,000. As a condition to giving such consent, Landlord may at the time of granting such consent, require that Tenant remove any such alterations, improvements or additions at the expiration of the term, and to restore the Premises to their prior condition. Before commencing any work relating to alterations, additions or improvements affecting the Premises, Tenant shall notify Landlord of the expected date of commencement thereof and of the anticipated cost thereof, and shall furnish complete drawings and specifications describing such work as well as such information as shall reasonably be expected requested by Landlord substantiating Tenant's ability to materially adversely affect a Borrowing Base Property or pay for such work. Tenant shall give Landlord at least five business days' notice prior to commencing any such work and Landlord shall then have a Material Adverse Effect: (a) Borrower will cause each of the Consolidated Group Properties to be operated, maintained, right at any time and managed in a professional manner at all times in all material respects as an upscale, upper-upscale or luxury hotel project under the names shown on Schedule III (as supplemented from time to time to reflect changes post and maintain on the Premises such notices as Landlord reasonably deems necessary to protect the Premises, the Building and Landlord from mechanics' liens or any other liens. In any event, Tenant shall pay when due all claims for labor or materials furnished to or for Tenant at or for use in the Premises. Tenant shall, within fifteen (15) days following the imposition of any lien levied upon the Premises or the Building in connection with any labor or materials furnished to Tenant or claimed to have been furnished to Tenant or to Tenant's agents or contractors in connection with work performed or claimed to have been performed on the Premises by or at the direction of Tenant, cause such lien to be released of record by payment or posting of a bond or other security. All alterations, improvements or additions in or about the Premises performed by or on behalf of Tenant shall be done by contractors reasonably approved by Administrative Agent) and Landlord, in a first-class, workmanlike manner consistent which does not disturb or interfere with other tenants and is in compliance with all applicable laws, ordinances, regulations and orders of any governmental authority having jurisdiction thereover, as well as the requirements of insurers of the Premises and the Building. Prior to commencing any work where there is a risk of casualty which may entail any risk of casualty damage to the Premises, if required by Landlord, Tenant shall purchase builder's risk insurance in an amount no less than the value of the completed work of alteration, addition or improvement on an all-risk basis, covering all perils then customarily covered by such insurance. In addition, prior to commencing any work for which the anticipated cost is in excess of $40,000, if Landlord reasonably requires, then Tenant shall furnish to Landlord performance and payments bonds in a form and issued by a surety reasonably acceptable to Landlord in an amount equal to the cost of such work of alteration, improvement or addition. Notwithstanding anything in this paragraph 8 to the contrary, upon Landxxxx'x xequest, Tenant shall remove any contractor, subcontractor or material supplier from the Premises and the Building if the work or presence of such person or entity results in labor disputes in or about the Building or damage to the Premises or the Building. Upon completion of work performed for Tenant, at Landlord's request Tenant shall deliver to Landlord evidence of full payment therefor and full and unconditional waivers and releases of liens for all labor, services and/or materials used. Unless Landlord requires their removal, as set forth above, all alterations, improvements or additions which may be made on the Premises shall, at Landlord's option, become the property of Landlord and remain upon and be surrendered with the way it is operated, maintained, and managed as Premises at the termination or expiration of the date hereof with respect to any Consolidated Group Property owned term; provided, however, that Tenant's machinery, equipment and trade fixtures shall remain the property of Tenant and shall be removed by Tenant on or leased by Borrower on the date hereof (including all marketing, advertising, promotional, and reservation programs available as before termination or expiration of the date hereof with respect to term of this Lease. Upon any such Consolidated Group Property). Borrower will keep in effect (or cause removal, Tenant shall restore the Premises to be kept in effect) at all times all permitstheir prior condition before Tenant affixed such machinery, licenses, equipment and contractual arrangements as may be necessary to meet the standard of operation described in the foregoing sentence or as may be required by the law. Upon the request of the Administrative Agent, the Borrower will deliver to Administrative Agent true, correct, and complete copies of all permits and licenses necessary for the ownership and operation of the Consolidated Group Properties, issued in the name of the applicable Consolidated Group Property and consistent with any legal requirements. (b) Borrower will not commit or permit any waste or deterioration of or to any Consolidated Group Property. (c) Borrower will act prudently and in accordance with customary industry standards in managing and operating the Consolidated Group Properties. Borrower will keep the Consolidated Group Properties and all of its other assets which are reasonably necessary to the conduct of its business in good working order and conditiontrade fixtures, normal wear and tear excepted. (d) The Borrower will. In addition, upon the expiration or earlier termination of this Lease, Tenant shall remove the existing hot tub spa and will cause Guarantor related machinery, wires, pipes, conduits, fencing, enclosures and each of their respective Subsidiaries landscaping and restore the affected area to pay and discharge all lawful material claims that, if unpaid, could reasonably be expected to become a material Lien upon any properties the condition of the Borroweradjacent areas, Guarantor or any of their respective Subsidiaries; providedincluding, howeveras applicable, that neither the Borrowerlandscaping, Guarantor nor any of their respective Subsidiaries shall be required hereunder to pay any such claim that is being contested in good faith if it has maintained adequate reserves (in the good faith judgment of the management of the Borrower, Guarantor or such Subsidiary) with respect thereto in accordance with GAAPirrigation and paving.

Maintenance Repairs and Alterations. Except to the extent the failure to do so could not reasonably be expected to materially adversely affect a Borrowing Base Qualified Unencumbered Pool Property or have a Material Adverse Effect: (a) Borrower will cause each of the Consolidated Group Properties to be operated, maintained, and managed in a professional manner at all times in all material respects as an upscale, upper-upscale or luxury hotel project under the names shown on Schedule III (as supplemented from time to time to reflect changes reasonably approved by Administrative Agent) and in a manner consistent with the way it is operated, maintained, and managed as of the date hereof Closing Date with respect to any Consolidated Group Property owned or leased by Borrower on the date hereof Closing Date (including all marketing, advertising, promotional, and reservation programs available as of the date hereof Closing Date with respect to any such Consolidated Group Property). Borrower will keep in effect (or cause to be kept in effect) at all times all permits, licenses, and contractual arrangements as may be necessary to meet the standard of operation described in the foregoing sentence or as may be required by the law. Upon the request of the Administrative Agent, the Borrower will deliver to Administrative Agent true, correct, and complete copies of all permits and licenses necessary for the ownership and operation of the Consolidated Group Properties, issued in the name of the applicable Consolidated Group Property and consistent with any legal requirementsLegal Requirements. (b) Borrower will not commit or permit any waste or deterioration of or to any Consolidated Group Property. (c) Borrower will act prudently and in accordance with customary industry standards in managing and operating the Consolidated Group Properties. Borrower will keep the Consolidated Group Properties and all of its other assets which are reasonably necessary to the conduct of its business in good working order and condition, normal wear and tear excepted. (d) The Borrower will, and will cause Guarantor and each of their respective Subsidiaries to pay and discharge all lawful material claims that, if unpaid, could reasonably be expected to become a material Lien upon any properties of the Borrower, Guarantor or any of their respective SubsidiariesSubsidiaries (in each case, other than Liens which are permitted under Section 7.2.3); provided, however, that neither the Borrower, Guarantor nor any of their respective Subsidiaries shall be required hereunder to pay any such claim that is being contested in good faith if it has maintained adequate reserves (in the good faith judgment of the management of the Borrower, Guarantor or such Subsidiary) with respect thereto in accordance with GAAP.

Maintenance Repairs and Alterations. Except to the extent the failure to do so could not reasonably be expected to materially adversely affect a Borrowing Base Property or have a Material Adverse Effect: (a) Borrower will cause each of the Consolidated Group Properties to be operated, maintained, and managed in a professional manner at all times in all material respects as an upscale, upper-upscale or luxury hotel project under the names shown on Schedule III (as supplemented from time to time to reflect changes reasonably approved by Administrative Agent) and in a manner consistent with the way it is operated, maintained, and managed as of the date hereof with respect to any Consolidated Group Property owned or leased by Borrower on the date hereof (including all marketing, advertising, promotional, and reservation programs available as of the date hereof with respect to any such Consolidated Group Property). Borrower will keep in effect (or cause to be kept in effect) at all times all permits, licenses, and contractual arrangements as may be necessary to meet the standard of operation described in the foregoing sentence or as may be required by the law. Upon the request of the Administrative Agent, the Borrower will deliver to Administrative Agent true, correct, and complete copies of all permits and licenses necessary for the ownership and operation of the Consolidated Group Properties, issued in the name of the applicable Consolidated Group Property and consistent with any legal requirements. (b) Borrower will not commit or permit any waste or deterioration of or to any Consolidated Group Property. (c) Borrower will act prudently and in accordance with customary industry standards in managing and operating the Consolidated Group Properties. Borrower will keep the Consolidated Group Properties and all of its other assets which are reasonably necessary to the conduct of its business in good working order and condition, normal wear and tear excepted. (d) The Borrower will, and will cause Guarantor and each of their respective Subsidiaries to pay and discharge all lawful material claims that, if unpaid, could reasonably be expected to become a material Lien upon any properties of the Borrower, Guarantor or any of their respective Subsidiaries; provided, however, that neither the Borrower, Guarantor nor any of their respective Subsidiaries shall be required hereunder to pay any such claim that is being contested in good faith if it has maintained adequate reserves (in the good faith judgment of the management of the Borrower, Guarantor or such Subsidiary) with respect thereto in accordance with GAAP.

Maintenance Repairs and Alterations. Except to the extent the failure to do so could not reasonably be expected to materially adversely affect a Borrowing Base Property or have a Material Adverse Effect: (a) Borrower will cause each of the Consolidated Group Properties to be operated, maintained, and managed in a professional manner at all times in all material respects as an upscale, upper-upscale or luxury hotel project under the names shown on Schedule III I (as supplemented from time to time to reflect changes reasonably approved by Administrative Agent) and in a manner consistent with the way it is operated, maintained, and managed as of the date hereof Closing Date with respect to any Consolidated Group Property owned or leased by Borrower on the date hereof Closing Date (including all marketing, advertising, promotional, and reservation programs available as of the date hereof Closing Date with respect to any such Consolidated Group Property). Borrower will keep in effect (or cause to be kept in effect) at all times all permits, licenses, and contractual arrangements as may be necessary to meet the standard of operation described in the foregoing sentence or as may be required by the law. Upon the request of the Administrative Agent, the Borrower will deliver to Administrative Agent true, correct, and complete copies of all permits and licenses necessary for the ownership and operation of the Consolidated Group Properties, issued in the name of the applicable Consolidated Group Property and consistent with any legal requirementsLegal Requirements. (b) Borrower will not commit or permit any waste or deterioration of or to any Consolidated Group Property. (c) Borrower will act prudently and in accordance with customary industry standards in managing and operating the Consolidated Group Properties. Borrower will keep the Consolidated Group Properties and all of its other assets which are reasonably necessary to the conduct of its business in good working order and condition, normal wear and tear excepted. (d) The Borrower will, and will cause Guarantor and each of their respective Subsidiaries to pay and discharge all lawful material claims that, if unpaid, could reasonably be expected to become a material Lien upon any properties of the Borrower, Guarantor or any of their respective Subsidiaries; provided, however, that neither the Borrower, Guarantor nor any of their respective Subsidiaries shall be required hereunder to pay any such claim that is being contested in good faith if it has maintained adequate reserves (in the good faith judgment of the management of the Borrower, Guarantor or such Subsidiary) with respect thereto in accordance with GAAP.

Maintenance Repairs and Alterations. Except to the extent the failure to do so could not reasonably be expected to materially adversely affect a Borrowing Base Property or have a Material Adverse Effect:Section 6.01 - LANDLORD’S OBLIGATIONS (a) Borrower will cause each Except for the obligations of Landlord under Section 8 (relating to destruction of the Consolidated Group Properties Premises) and under Section 10 (relating to condemnation of the Premises), it is intended by the parties hereto that Landlord shall have no obligation, in any manner whatsoever, to repair and maintain the Premises nor any building or improvement located thereon nor any equipment, whether structural or nonstructural, all of which obligations are intended to be operated, maintained, and managed in a professional manner at all times in all material respects as an upscale, upper-upscale or luxury hotel project under the names shown on Schedule III (as supplemented from time to time to reflect changes reasonably approved by Administrative Agent) and in a manner consistent with the way it is operated, maintained, and managed as that of the date hereof with respect to Tenant under this Article 6. Tenant expressly waives the benefit of any Consolidated Group Property owned statute now or leased by Borrower on the date hereof (including all marketing, advertising, promotional, and reservation programs available as of the date hereof with respect to any such Consolidated Group Property). Borrower will keep hereinafter in effect (which would otherwise afford Tenant the right to make repairs at Landlord’s expense or cause to be kept terminate this lease because of Landlord’s failure to keep the Premises in effect) at all times all permitsgood order, licenses, condition and contractual arrangements as may be necessary to meet the standard of operation described in the foregoing sentence or as may be required by the law. Upon the request of the Administrative Agent, the Borrower will deliver to Administrative Agent true, correct, and complete copies of all permits and licenses necessary for the ownership and operation of the Consolidated Group Properties, issued in the name of the applicable Consolidated Group Property and consistent with any legal requirementsrepair. (b) Borrower will not commit Tenant hereby accepts the Premises in their condition existing as of the Lease Commencement Date or permit the date that Tenant takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any waste covenants, easements, restrictions or deterioration other matters of record, and accepts this lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Tenant acknowledges that neither Landlord nor Landlord’s agent has made any representation or warranty as to any Consolidated Group Property. (c) Borrower will act prudently and in accordance with customary industry standards in managing and operating the Consolidated Group Properties. Borrower will keep present or future’s suitability of the Consolidated Group Properties and all of its other assets which are reasonably necessary to Premises for the conduct of its business in good working order and condition, normal wear and tear exceptedTenant’s business. (d) The Borrower will, and will cause Guarantor and each of their respective Subsidiaries to pay and discharge all lawful material claims that, if unpaid, could reasonably be expected to become a material Lien upon any properties of the Borrower, Guarantor or any of their respective Subsidiaries; provided, however, that neither the Borrower, Guarantor nor any of their respective Subsidiaries shall be required hereunder to pay any such claim that is being contested in good faith if it has maintained adequate reserves (in the good faith judgment of the management of the Borrower, Guarantor or such Subsidiary) with respect thereto in accordance with GAAP.

Maintenance Repairs and Alterations. Except to the extent the failure to do so could not reasonably be expected to materially adversely affect a Borrowing Base Property or have a Material Adverse Effect: (a) Borrower will cause each of the Consolidated Group Properties to be operated, maintained, and managed in a professional manner at all times in all material respects as an upscale, upper-upscale or luxury hotel project under the names shown on Schedule III IX (as supplemented from time to time to reflect changes reasonably approved by Administrative Agent) and in a manner consistent with the way it is operated, maintained, and managed as of the date hereof Closing Date with respect to any Consolidated Group Property owned or leased by Borrower on the date hereof Closing Date (including all marketing, advertising, promotional, and reservation programs available as of the date hereof Closing Date with respect to any such Consolidated Group Property). Borrower will keep in effect (or cause to be kept in effect) at all times all permits, licenses, and contractual arrangements as may be necessary to meet the standard of operation described in the foregoing sentence or as may be required by the law. Upon the request of the Administrative Agent, the Borrower will deliver to Administrative Agent true, correct, and complete copies of all permits and licenses necessary for the ownership and operation of the Consolidated Group Properties, issued in the name of the applicable Consolidated Group Property and consistent with any legal requirementsLegal Requirements. (b) Borrower will not commit or permit any waste or deterioration of or to any Consolidated Group Property. (c) Borrower will act prudently and in accordance with customary industry standards in managing and operating the Consolidated Group Properties. Borrower will keep the Consolidated Group Properties and all of its other assets which are reasonably necessary to the conduct of its business in good working order and condition, normal wear and tear excepted. (d) The Borrower will, and will cause Guarantor and each of their respective Subsidiaries to pay and discharge all lawful material claims that, if unpaid, could reasonably be expected to become a material Lien upon any properties of the Borrower, Guarantor or any of their respective Subsidiaries; provided, however, that neither the Borrower, Guarantor nor any of their respective Subsidiaries shall be required hereunder to pay any such claim that is being contested in good faith if it has maintained adequate reserves (in the good faith judgment of the management of the Borrower, Guarantor or such Subsidiary) with respect thereto in accordance with GAAP.

Maintenance Repairs and Alterations. Except to the extent the failure to do so could not reasonably be expected to materially adversely affect a Borrowing Base Property or have a Material Adverse Effect: (a) Borrower will cause each of the Consolidated Group Properties to be operated, maintained, and managed in a professional manner at all times in all material respects as an upscale, upper-upscale or luxury hotel project under the names shown on Schedule III (as supplemented from time to time to reflect changes reasonably approved by Administrative Agent) and in a manner consistent with the way it is operated, maintained, and managed as of the date hereof with respect to any Consolidated Group Property owned or leased by Borrower on the date hereof (including all marketing, advertising, promotional, and reservation programs available as of the date hereof with respect to any such Consolidated Group Property). Borrower will keep in effect (or cause to be kept in effect) at all times all permits, licenses, and contractual arrangements as may be necessary to meet the standard of operation described in the foregoing sentence or as may be required by the law. Upon the request of the Administrative Agent, the Borrower will deliver to Administrative Agent true, correct, and complete copies of all permits and licenses necessary for the ownership and operation of the Consolidated Group Properties, issued in the name of the applicable Consolidated Group Property and consistent with any legal requirements. (b) Borrower will not commit or permit any waste or deterioration of or to any Consolidated Group Property. (c) Borrower will act prudently and in accordance with customary industry standards in managing and operating the Consolidated Group Properties. Borrower will keep the Consolidated Group Properties and all of its other assets which are reasonably necessary to the conduct of its business in good working order and condition, normal wear and tear excepted. (d) The Borrower will, and will cause Guarantor and each of their respective its Subsidiaries to pay and discharge all lawful material claims that, if unpaid, could reasonably be expected to become a material Lien upon any properties of the Borrower, Guarantor or any of their respective Subsidiaries; provided, however, that neither the Borrower, Guarantor nor any of their respective Subsidiaries shall be required hereunder to pay any such claim that is being contested in good faith if it has maintained adequate reserves (in the good faith judgment of the management of the Borrower, Guarantor or such Subsidiary) with respect thereto in accordance with GAAP.