Common use of Management of Premises Clause in Contracts

Management of Premises. (a) Borrower shall cause Owner to operate and manage the Property or cause the Property to be operated and managed in a manner which is consistent with the Approved Manager Standard. Borrower covenants and agrees with Lender that (a) the Premises will be managed at all times by an Approved Manager pursuant to the management agreement approved by Lender (the “Management Agreement”), such approval not to be unreasonably withheld or delayed, (b) after Borrower has knowledge of a fifty percent (50%) or more change in control of the ownership of Manager, Borrower will promptly give Lender notice thereof (a “Manager Control Notice”) and (c) the Management Agreement may be terminated by Lender at any time (i) for cause to the extent provided in the Management Agreement (including, but not limited to, Manager’s gross negligence, misappropriation of funds, willful misconduct or fraud) following the occurrence of an Event of Default of the type set forth in Section 3.01(a) through (c), or (ii) to the extent provided in the Management Agreement, following the receipt of a Manager Control Notice and Borrower shall cause Owner to appoint a substitute Approved Manager. Notwithstanding the foregoing, transfers of publicly traded stock of Manager on a national stock exchange or on the NASDAQ Stock Market in the normal course or business and not in connection with a tender offer or sale or Manager or substantially all of the assets of Manager shall not require the giving of a Manager Control Notice. Borrower may from time to time cause Owner to appoint a successor manager to manage the Premises, provided that any such successor manager shall be an Approved Manager. Borrower further covenants and agrees that Borrower shall cause Owner to require the Manager (or any successor managers) to maintain at all times during the term of the Loan worker’s compensation insurance as required by Governmental Authorities. (b) Borrower shall not allow Owner to enter into any new or replacement Franchise Agreement without obtaining the prior written consent of Lender, such consent not to be unreasonably withheld, conditioned or delayed (provided that any Franchise Agreement which is on a form in all material respects (including, without limitation, all fees due thereunder) the same as the form of any Franchise Agreement which is contained in the uniform franchise offering circular for any Approved Franchisor shall be deemed an acceptable form), and shall cause Owner to (i) pay or shall cause to be paid all sums required to be paid by Borrower under any Franchise Agreement and Operating Lease, (ii) diligently perform and observe all of the material terms, covenants and conditions of any Franchise Agreement on the part of Owner to be performed and observed to the end that all things shall be done which are necessary to keep unimpaired the rights of Owner under any Franchise Agreement and Operating Lease, (iii) promptly notify Lender of the giving of any notice to Owner or Borrower of any material default by Owner in the performance or observance of any of the terms, covenants or conditions of and Franchise Agreement or Operating Lease on the part of Owner to be performed and observed and deliver to Lender a true copy of each such notice, and (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Franchise Agreement or the Management Agreement or the Operating Lease. Borrower shall not, without the prior consent of the Lender, such consent not to be unreasonably withheld, conditioned or delayed, allow Owner to surrender any Franchise Agreement or Operating Lease or terminate or cancel any Franchise Agreement or modify, change, supplement, alter or amend any Franchise Agreement or Operating Lease, in any material respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Security Instrument, all the rights, privileges and prerogatives of Borrower to surrender any Franchise Agreement or Operating Lease or to terminate, cancel, modify, change, supplement, alter or amend any Franchise Agreement or Operating Lease in any respect, and any such surrender of any Franchise Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Franchise Agreement or Operating Lease without the prior consent of Lender shall be void and of no force and effect, provided, however, Borrower may allow Owner to terminate any Franchise Agreement if Owner enters into a new Franchise Agreement with an Approved Franchisor pursuant to a Franchise Agreement which is reasonably acceptable to Lender. If Owner shall default in the performance or observance of any material term, covenant or condition of any Franchise Agreement or Operating Lease on the part of Owner to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of any Franchise Agreement or Operating Lease on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under any Franchise Agreement and Operating Lease shall be kept unimpaired and free from default. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If the franchisor under any Franchise Agreement or lessee under an Operating Lease shall deliver to Lender a copy of any notice sent to Borrower of default under any Franchise Agreement or Operating Lease, as applicable, such notice shall constitute full protection to Lender for any action to be taken by Lender in good faith, in reliance thereon. Borrower shall, from time to time, use its best efforts to obtain from the franchisor or lessee under any Franchise Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of any Franchise Agreement as may be requested by Lender. Borrower shall exercise or cause Owner to exercise each individual option, if any, to extend or renew the term of any Franchise Agreement within four (4) months of the last day upon which any such option may be exercised, unless Lender consents to the non-renewal of such Franchise Agreement in writing, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower or Owner, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, provided, however, that Lender shall not exercise such power of attorney unless and until Borrower fails to take the actions required herein.

Management of Premises. (a) Borrower shall cause Owner to operate and manage the Property or cause the Property to be operated and managed in a manner which is consistent with the Approved Manager Standardrequirements set forth in the Mortgage. Borrower covenants and agrees with Lender that (a) the Premises will be managed at all times by an Approved Manager pursuant to the management agreement agreements approved by Lender (individually or collectively as the “context requires, the "Management Agreement”"), such approval not to be unreasonably withheld or delayed, (b) after Borrower has knowledge of a fifty percent (50%) or more change in control of the ownership of Manager, Borrower will promptly give Lender notice thereof (a “"Manager Control Notice”") and (c) the any Management Agreement may be terminated by Lender at any time following an uncured monetary Event of Default and acceleration of all amounts due under the Loan, provided that there otherwise exists a right to terminate the Manager (iafter all applicable notice and cure periods) for cause to the extent provided in under the Management Agreement (including, but not limited to, Manager’s gross negligence, misappropriation of funds, willful misconduct or fraud) following the occurrence of an Event of Default of the type set forth in Section 3.01(a) through (c), or (ii) to the extent provided in the Management Agreement, following the receipt of a Manager Control Notice and Borrower shall cause Owner to appoint a substitute Approved Manager. Notwithstanding managing agent shall be appointed by Lender, subject to Lender's prior written approval, which may be given or withheld in Lender's reasonable discretion and which may be conditioned on, inter alia, a letter from the foregoing, transfers of publicly traded stock of Manager on a national stock exchange or on Rating Agency confirming that any rating issued by the NASDAQ Stock Market in the normal course or business and not Rating Agency in connection with a tender offer Securitization or sale or Manager or substantially all Mortgage Securitization will not, as a result of the assets proposed change of Manager shall not require Manager, be downgraded from the giving of a Manager Control Noticethen current ratings thereof, qualified or withdrawn. Borrower may from time to time cause Owner to appoint a successor manager to manage the PremisesPremises with Lender's prior written consent which consent shall not be unreasonably withheld or delayed, provided that any such successor manager shall be a reputable management company which is an Approved Manager. Borrower further covenants and agrees that Borrower shall cause Owner to require the Manager (or any successor managers) to maintain at all times during the term of the Loan worker’s 's compensation insurance as required by Governmental Authorities. (b) Borrower shall not allow Owner to enter into any new or replacement Franchise Agreement without obtaining the prior written consent of Lender, such consent not to be unreasonably withheld, conditioned or delayed (provided that any Franchise Agreement which is on a form in all material respects (including, without limitation, all fees due thereunder) the same as the form of any Franchise Agreement which is contained in the uniform franchise offering circular for any Approved Franchisor shall be deemed an acceptable form), and shall cause Owner to (i) pay or shall cause to be paid all sums required to be paid by Borrower under any Franchise Agreement and Operating Lease, (ii) diligently perform and observe all of the material terms, covenants and conditions of any Franchise Agreement on the part of Owner to be performed and observed to the end that all things shall be done which are necessary to keep unimpaired the rights of Owner under any Franchise Agreement and Operating Lease, (iii) promptly notify Lender of the giving of any notice to Owner or Borrower of any material default by Owner in the performance or observance of any of the terms, covenants or conditions of and Franchise Agreement or Operating Lease on the part of Owner to be performed and observed and deliver to Lender a true copy of each such notice, and (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Franchise Agreement or the Management Agreement or the Operating Lease. Borrower shall not, without the prior consent of the Lender, such consent not to be unreasonably withheld, conditioned or delayed, allow Owner to surrender any Franchise Agreement or Operating Lease or terminate or cancel any Franchise Agreement or modify, change, supplement, alter or amend any Franchise Agreement or Operating Lease, in any material respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Security Instrument, all the rights, privileges and prerogatives of Borrower to surrender any Franchise Agreement or Operating Lease or to terminate, cancel, modify, change, supplement, alter or amend any Franchise Agreement or Operating Lease in any respect, and any such surrender of any Franchise Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Franchise Agreement or Operating Lease without the prior consent of Lender shall be void and of no force and effect, provided, however, Borrower may allow Owner to terminate any Franchise Agreement if Owner enters into a new Franchise Agreement with an Approved Franchisor pursuant to a Franchise Agreement which is reasonably acceptable to Lender. If Owner shall default in the performance or observance of any material term, covenant or condition of any Franchise Agreement or Operating Lease on the part of Owner to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of any Franchise Agreement or Operating Lease on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under any Franchise Agreement and Operating Lease shall be kept unimpaired and free from default. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If the franchisor under any Franchise Agreement or lessee under an Operating Lease shall deliver to Lender a copy of any notice sent to Borrower of default under any Franchise Agreement or Operating Lease, as applicable, such notice shall constitute full protection to Lender for any action to be taken by Lender in good faith, in reliance thereon. Borrower shall, from time to time, use its best efforts to obtain from the franchisor or lessee under any Franchise Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of any Franchise Agreement as may be requested by Lender. Borrower shall exercise or cause Owner to exercise each individual option, if any, to extend or renew the term of any Franchise Agreement within four (4) months of the last day upon which any such option may be exercised, unless Lender consents to the non-renewal of such Franchise Agreement in writing, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower or Owner, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, provided, however, that Lender shall not exercise such power of attorney unless and until Borrower fails to take the actions required herein.

Management of Premises. (a) Borrower shall cause Owner to operate and manage the Property Premises or cause the Property Premises to be operated and managed in a manner which is consistent with the Approved Manager StandardStandard (as defined in the Mortgage). Borrower covenants and agrees with Lender that (a) the Premises will be managed at all times by an Approved Manager pursuant to the management agreement approved by Lender (the “Management Agreement”), such approval not to be unreasonably withheld or delayed, (b) after Borrower has knowledge of a fifty percent (50%) or more change in control of the ownership of Manager (other than in connection with an IPO, provided Manager, directly or indirectly, is Controlled by the same Person that Controls Borrower, Borrower will promptly give Lender notice thereof (a “Manager Control Notice”) and (c) the Management Agreement may be terminated by Lender at any time (i) for cause to the extent provided in the Management Agreement (including, but not limited to, Manager’s gross negligence, misappropriation of funds, willful misconduct or fraud) or at any time following (A) the occurrence of an Event of Default of the type set forth in Section 3.01(a) through (c)Default, or (iiB) to the extent provided in the Management Agreement, following the receipt of a Manager Control Notice Notice, or (C) the date upon which the trailing twelve (12) month Debt Service Coverage (as defined in the Mortgage) is less than the Debt Service Coverage set forth on Exhibit H to the Mortgage and Borrower shall cause Owner to appoint a substitute Approved Manager. Notwithstanding managing agent shall be appointed by Lender, subject to Lender’s prior written approval, which may be given or withheld in Lender’s sole discretion and which may be conditioned on, inter alia, a letter from the foregoing, transfers of publicly traded stock of Manager on a national stock exchange or on Rating Agency confirming that any rating issued by the NASDAQ Stock Market in the normal course or business and not Rating Agency in connection with a tender offer Securitization or sale or Manager or substantially all Mortgage Securitization will not, as a result of the assets proposed change of Manager shall not require Manager, be downgraded from the giving of a Manager Control Noticethen current ratings thereof, qualified or withdrawn. Borrower may from time to time cause Owner to appoint a successor manager to manage the PremisesPremises with Lender’s prior written consent which consent shall not be unreasonably withheld or delayed, provided that any such successor manager shall be an a reputable management company which meets the Approved Manager Standard (as defined in the Mortgage) and each Rating Agency shall have confirmed in writing that any rating issued by the Rating Agency in connection with a Securitization or in connection with a Mortgage Securitization will not, as a result of the proposed change of Manager, be downgraded from the then current ratings thereof, qualified or withdrawn. Borrower further covenants and agrees that Borrower shall cause Owner to require the Manager (or any successor managers) to maintain at all times during the term of the Loan worker’s compensation insurance as required by Governmental Authorities. (b) Borrower shall not allow Owner to enter into any new or replacement Franchise Agreement without obtaining the prior written consent of Lender, such consent not to be unreasonably withheld, conditioned or delayed (provided that any Franchise Agreement which is on a form in all material respects (including, without limitation, all fees due thereunder) the same as the form of any Franchise Agreement which is contained in the uniform franchise offering circular for any Approved Franchisor shall be deemed an acceptable form), and shall cause Owner to (i) pay or shall cause to be paid all sums required to be paid by Borrower under any Franchise Agreement and Operating Lease, (ii) diligently perform and observe all of the material terms, covenants and conditions of any Franchise Agreement on the part of Owner to be performed and observed to the end that all things shall be done which are necessary to keep unimpaired the rights of Owner under any Franchise Agreement and Operating Lease, (iii) promptly notify Lender of the giving of any notice to Owner or Borrower of any material default by Owner in the performance or observance of any of the terms, covenants or conditions of and Franchise Agreement or Operating Lease on the part of Owner to be performed and observed and deliver to Lender a true copy of each such notice, and (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Franchise Agreement or the Management Agreement or the Operating Lease. Borrower shall not, without the prior consent of the Lender, such consent not to be unreasonably withheld, conditioned or delayed, allow Owner to surrender any Franchise Agreement or Operating Lease or terminate or cancel any Franchise Agreement or modify, change, supplement, alter or amend any Franchise Agreement or Operating Lease, in any material respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Security Instrument, all the rights, privileges and prerogatives of Borrower to surrender any Franchise Agreement or Operating Lease or to terminate, cancel, modify, change, supplement, alter or amend any Franchise Agreement or Operating Lease in any respect, and any such surrender of any Franchise Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Franchise Agreement or Operating Lease without the prior consent of Lender shall be void and of no force and effect, provided, however, Borrower may allow Owner to terminate any Franchise Agreement if Owner enters into a new Franchise Agreement with an Approved Franchisor pursuant to a Franchise Agreement which is reasonably acceptable to Lender. If Owner shall default in the performance or observance of any material term, covenant or condition of any Franchise Agreement or Operating Lease on the part of Owner to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of any Franchise Agreement or Operating Lease on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under any Franchise Agreement and Operating Lease shall be kept unimpaired and free from default. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If the franchisor under any Franchise Agreement or lessee under an Operating Lease shall deliver to Lender a copy of any notice sent to Borrower of default under any Franchise Agreement or Operating Lease, as applicable, such notice shall constitute full protection to Lender for any action to be taken by Lender in good faith, in reliance thereon. Borrower shall, from time to time, use its best efforts to obtain from the franchisor or lessee under any Franchise Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of any Franchise Agreement as may be requested by Lender. Borrower shall exercise or cause Owner to exercise each individual option, if any, to extend or renew the term of any Franchise Agreement within four (4) months of the last day upon which any such option may be exercised, unless Lender consents to the non-renewal of such Franchise Agreement in writing, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower or Owner, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, provided, however, that Lender shall not exercise such power of attorney unless and until Borrower fails to take the actions required herein.

Management of Premises. (a) Borrower shall cause Owner to operate and manage the Property Premises or cause the Property Premises to be operated and managed in a manner which is consistent with the Approved Manager Standard. Borrower covenants and agrees with Lender that (a) the Premises will be managed at all times by an Approved Manager pursuant to the management agreement approved by Lender (the “Management Agreement”), such approval not to be unreasonably withheld or delayed, (b) after Borrower has knowledge of a fifty percent (50%) or more change in control of the ownership of Manager, Borrower will promptly give Lender notice thereof (a “Manager Control Notice”) and (c) the Management Agreement may be terminated by Lender at any time (i) for cause to the extent provided in the Management Agreement (including, but not limited to, Manager’s gross negligence, misappropriation of funds, willful misconduct or fraud) or at any time following (A) the occurrence of an Event of Default of the type set forth in Section 3.01(a) through (c)Default, or (iiB) to the extent provided in the Management Agreement, following the receipt of a Manager Control Notice Notice, and Borrower shall cause Owner to appoint a substitute Approved Manager. Notwithstanding the foregoingmanaging agent shall be appointed by Borrower, transfers of publicly traded stock of Manager on a national stock exchange or on the NASDAQ Stock Market subject to Lender’s prior written approval, which, in the normal course case of clause (A) above, may be given or business withheld in Lender’s sole discretion and in the case of clause (B) above, shall not be unreasonably withheld or delayed, and which may be conditioned on, inter alia, a letter from the Rating Agency confirming that any rating issued by the Rating Agency in connection with a tender offer Securitization or sale or Manager or substantially all Mortgage Securitization will not, as a result of the assets proposed change of Manager shall not require Manager, be downgraded from the giving of a Manager Control Noticethen current ratings thereof, qualified or withdrawn. Borrower may from time to time cause Owner to appoint a successor manager to manage the PremisesPremises with Lender’s prior written consent which consent shall not be unreasonably withheld or delayed, provided that any such successor manager shall be an a reputable management company which meets the Approved Manager Standard and each Rating Agency shall have confirmed in writing that any rating issued by the Rating Agency in connection with a Securitization or in connection with a Mortgage Securitization will not, as a result of the proposed change of Manager, be downgraded from the then current ratings thereof, qualified or withdrawn. Borrower further covenants and agrees that Borrower shall cause Owner to require the Manager (or any successor managers) to maintain at all times during the term of the Loan worker’s compensation insurance as required by Governmental Authorities. (b) Borrower shall not allow Owner to enter into any new or replacement Franchise Agreement without obtaining the prior written consent of Lender, such consent not to be unreasonably withheld, conditioned or delayed (provided that any Franchise Agreement which is on a form in all material respects (including, without limitation, all fees due thereunder) the same as the form of any Franchise Agreement which is contained in the uniform franchise offering circular for any Approved Franchisor shall be deemed an acceptable form), and shall cause Owner to (i) pay or shall cause to be paid all sums required to be paid by Borrower under any Franchise Agreement and Operating Lease, (ii) diligently perform and observe all of the material terms, covenants and conditions of any Franchise Agreement on the part of Owner to be performed and observed to the end that all things shall be done which are necessary to keep unimpaired the rights of Owner under any Franchise Agreement and Operating Lease, (iii) promptly notify Lender of the giving of any notice to Owner or Borrower of any material default by Owner in the performance or observance of any of the terms, covenants or conditions of and Franchise Agreement or Operating Lease on the part of Owner to be performed and observed and deliver to Lender a true copy of each such notice, and (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Franchise Agreement or the Management Agreement or the Operating Lease. Borrower shall not, without the prior consent of the Lender, such consent not to be unreasonably withheld, conditioned or delayed, allow Owner to surrender any Franchise Agreement or Operating Lease or terminate or cancel any Franchise Agreement or modify, change, supplement, alter or amend any Franchise Agreement or Operating Lease, in any material respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Security Instrument, all the rights, privileges and prerogatives of Borrower to surrender any Franchise Agreement or Operating Lease or to terminate, cancel, modify, change, supplement, alter or amend any Franchise Agreement or Operating Lease in any respect, and any such surrender of any Franchise Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Franchise Agreement or Operating Lease without the prior consent of Lender shall be void and of no force and effect, provided, however, Borrower may allow Owner to terminate any Franchise Agreement if Owner enters into a new Franchise Agreement with an Approved Franchisor pursuant to a Franchise Agreement which is reasonably acceptable to Lender. If Owner shall default in the performance or observance of any material term, covenant or condition of any Franchise Agreement or Operating Lease on the part of Owner to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of any Franchise Agreement or Operating Lease on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under any Franchise Agreement and Operating Lease shall be kept unimpaired and free from default. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If the franchisor under any Franchise Agreement or lessee under an Operating Lease shall deliver to Lender a copy of any notice sent to Borrower of default under any Franchise Agreement or Operating Lease, as applicable, such notice shall constitute full protection to Lender for any action to be taken by Lender in good faith, in reliance thereon. Borrower shall, from time to time, use its best efforts to obtain from the franchisor or lessee under any Franchise Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of any Franchise Agreement as may be requested by Lender. Borrower shall exercise or cause Owner to exercise each individual option, if any, to extend or renew the term of any Franchise Agreement within four (4) months of the last day upon which any such option may be exercised, unless Lender consents to the non-renewal of such Franchise Agreement in writing, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower or Owner, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, provided, however, that Lender shall not exercise such power of attorney unless and until Borrower fails to take the actions required herein.

Management of Premises. (a) If the Borrower enters into a Management Agreement, the Hotel Premises shall at all times be managed under the terms and conditions of such Management Agreement. The Borrower shall cause Owner the Subordination Agreements to operate be executed by any Manager (if the Borrower enters into a Management Agreement) and manage the Property Leasing Manager (if any), and any casino operator. The Borrower shall cause any Management Agreement and any Leasing Services Agreement to remain in full force and effect at all times, and shall comply with any Management Agreement and any Leasing Services Agreement at all times, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, or would result in a material default under such agreements. The Borrower shall cause the Property Hotel Premises to be operated and managed in a manner which is consistent with the Approved Manager Standard. Borrower covenants and agrees with Lender that (a) the Premises will be managed at all times by an Approved Manager open for business as a hotel, the Retail Shops to be open for business as a retail shopping center and the Casino to be open for business as a casino, except to the extent necessary to undertake the Renovation Capital Expenditures with due diligence in accordance with the provisions of Section 7.18 hereof. The Borrower shall cause the Premises to be at all times operated, managed and maintained, at all times and in the manner and accordance with the standards required pursuant to the management agreement approved by Lender any Management Agreement and any Leasing Services Agreement (the “Management Agreement”including all marketing, advertising, promotional and reservation programs), except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, or would not result in a material default under such approval agreements (if any) but in no event below Comparable Standards. The Borrower shall, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, or would not result in a material default under such agreements observe, perform, and discharge in all material respects all obligations, covenants, and warranties provided for under the terms of any Management Agreement and any Leasing Services Agreement to be kept, observed, and performed by the Borrower, subject however to any applicable cure periods provided therein. The Borrower shall not terminate or cancel any Management Agreement or any Leasing Services Agreement without the prior written consent of the Agent, which consent shall not be unreasonably withheld or delayed, (b) after . The Borrower has knowledge of a fifty percent (50%) or more change in control shall not enter into any other management agreement for management of the ownership Hotel Premises or the Casino which is not a "Management Agreement" as defined herein, a leasing and/or services agreement which is not a "Leasing Services Agreement" as defined herein, or a franchise agreement with respect to the Premises, in each case without Agent's prior written consent (acting upon the reasonable direction of Managerthe Required Lenders), which consent shall not be unreasonably withheld or delayed. The Borrower will promptly give Lender notice thereof (a “Manager Control Notice”) and (c) the shall not amend, modify or waive any material provision of any Management Agreement may or any Leasing Services Agreement except upon notice and with the prior written consent of Agent (acting upon the reasonable direction of the Required Term Loan A Lenders), which consent shall not be terminated by Lender at unreasonably withheld or delayed. The Borrower shall use its commercially reasonable efforts to secure the performance of the obligations of the Manager under any time (i) for cause Management Agreement and of any Leasing Manager under the Leasing Services Agreement and to enforce the Borrower's rights thereunder. The Borrower shall not pledge, transfer, assign, mortgage or encumber the Borrower's interest in any Management Agreement or any Leasing Services Agreement or any interest therein, or allow to be encumbered the Borrower's interest in any Management Agreement or any Leasing Services Agreement or any interest therein, in each case other than as provided herein to the extent provided in Agent and the Management Agreement (including, but not limited to, Manager’s gross negligence, misappropriation of funds, willful misconduct or fraud) following the occurrence of an Event of Default of the type set forth in Section 3.01(a) through (c), or (ii) to the extent provided in the Management Agreement, following the receipt of a Manager Control Notice and Borrower shall cause Owner to appoint a substitute Approved ManagerLenders. Notwithstanding the foregoingabove, transfers of publicly traded stock of the Borrower may replace any Manager on a national stock exchange or on with an Identified Hotel Manager without the NASDAQ Stock Market in the normal course or business and not in connection with a tender offer or sale or Manager or substantially all prior written consent of the assets of Manager shall not require the giving of a Manager Control Notice. Borrower may from time to time cause Owner to appoint a successor manager to manage the Premises, provided that any such successor manager shall be an Approved Manager. Borrower further covenants and agrees that Borrower shall cause Owner to require the Manager (or any successor managers) to maintain at all times during the term of the Loan worker’s compensation insurance as required by Governmental AuthoritiesAgent. (b) The Borrower shall not allow Owner consent to enter into any new assignment by any Manager of its rights and obligations under any Management Agreement or replacement Franchise any Leasing Manager under any Leasing Services Agreement without obtaining Agent's prior written consent (acting upon the reasonable direction of the Required Lenders), which consent shall not be unreasonably withheld or delayed. (c) In the event (x) a Manager is terminated and replaced with a new Manger, which termination and replacement shall only be in accordance with the provisions of this Agreement, or (y) of any default under, or the termination of, any agreement entered into in connection with the Time Share Plan or Time Share Premises, no termination fee, penalty, liability, cost or expense, or rebranding fee, penalty, liability, cost or expense, shall be paid from any income or cash flow of the Premise without the prior written consent of Lender, such consent not to be unreasonably withheld, conditioned or delayed (provided that any Franchise Agreement which is on a form the Required Lenders in all material respects (including, without limitation, all fees due thereunder) the same as the form of any Franchise Agreement which is contained in the uniform franchise offering circular for any Approved Franchisor shall be deemed an acceptable form), their sole and shall cause Owner to (i) pay or shall cause to be paid all sums required to be paid by Borrower under any Franchise Agreement and Operating Lease, (ii) diligently perform and observe all of the material terms, covenants and conditions of any Franchise Agreement on the part of Owner to be performed and observed to the end that all things shall be done which are necessary to keep unimpaired the rights of Owner under any Franchise Agreement and Operating Lease, (iii) promptly notify Lender of the giving of any notice to Owner or Borrower of any material default by Owner in the performance or observance of any of the terms, covenants or conditions of and Franchise Agreement or Operating Lease on the part of Owner to be performed and observed and deliver to Lender a true copy of each such notice, and (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Franchise Agreement or the Management Agreement or the Operating Lease. Borrower shall not, without the prior consent of the Lender, such consent not to be unreasonably withheld, conditioned or delayed, allow Owner to surrender any Franchise Agreement or Operating Lease or terminate or cancel any Franchise Agreement or modify, change, supplement, alter or amend any Franchise Agreement or Operating Lease, in any material respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Security Instrument, all the rights, privileges and prerogatives of Borrower to surrender any Franchise Agreement or Operating Lease or to terminate, cancel, modify, change, supplement, alter or amend any Franchise Agreement or Operating Lease in any respect, and any such surrender of any Franchise Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Franchise Agreement or Operating Lease without the prior consent of Lender shall be void and of no force and effect, provided, however, Borrower may allow Owner to terminate any Franchise Agreement if Owner enters into a new Franchise Agreement with an Approved Franchisor pursuant to a Franchise Agreement which is reasonably acceptable to Lender. If Owner shall default in the performance or observance of any material term, covenant or condition of any Franchise Agreement or Operating Lease on the part of Owner to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of any Franchise Agreement or Operating Lease on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under any Franchise Agreement and Operating Lease shall be kept unimpaired and free from default. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If the franchisor under any Franchise Agreement or lessee under an Operating Lease shall deliver to Lender a copy of any notice sent to Borrower of default under any Franchise Agreement or Operating Lease, as applicable, such notice shall constitute full protection to Lender for any action to be taken by Lender in good faith, in reliance thereon. Borrower shall, from time to time, use its best efforts to obtain from the franchisor or lessee under any Franchise Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of any Franchise Agreement as may be requested by Lender. Borrower shall exercise or cause Owner to exercise each individual option, if any, to extend or renew the term of any Franchise Agreement within four (4) months of the last day upon which any such option may be exercised, unless Lender consents to the non-renewal of such Franchise Agreement in writing, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower or Owner, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, absolute discretion; provided, however, that Lender the Borrower may pay (i) hotel rebranding fees, penalties, liabilities, costs or expenses (but no termination fees, penalties, liabilities, costs or expenses) from funds constituting the Reserve Amount without the prior written consent of the Required Lenders and (ii) any termination or rebranding fees, penalties, liabilities, costs or expenses from new equity contributed to the Borrower by the Investor Group; provided, further, that no income or cash flow of the Premises shall not exercise such power be used to redeem or purchase any Equity Interest in EquityCo, L.L.C. in the event of attorney unless and until Borrower fails to take any default under, or termination of, any agreement entered into in connection with the actions required hereinTime Share Plan or Time Share Premises.

Management of Premises. (a) Borrower If OpBiz enters into a Management Agreement, the Hotel Premises shall cause Owner to operate and manage the Property or cause the Property to be operated and managed in a manner which is consistent with the Approved Manager Standard. Borrower covenants and agrees with Lender that (a) the Premises will be managed at all times by an Approved Manager be managed under the terms and conditions of such Management Agreement. The Company shall cause any Management Agreement to remain in full force and effect at all times, and shall cause OpBiz to comply with any Management Agreement at all times, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, or would result in a material default under such agreements. The Company shall cause the Hotel Premises to be at all times open for business as a hotel, the Retail Shops to be open for business as a retail shopping center and the Casino to be open for business as a casino, except to the extent necessary to undertake the Renovation Capital Expenditures with due diligence in accordance with the provisions of Section 6.10 hereof. The Company shall cause OpBiz to cause the Premises to be at all times operated, managed and maintained, at all times and in the manner and accordance with the standards required pursuant to the management agreement approved by Lender any Management Agreement (the “Management Agreement”including all marketing, advertising, promotional and reservation programs), except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, or would not result in a material default under such approval agreements (if any) but in no event below Comparable Standards. The Company shall not permit OpBiz to terminate or cancel any Management Agreement without the prior written consent of the Majority Holders, which consent shall not be unreasonably withheld or delayed, (b) after Borrower has knowledge of a fifty percent (50%) or more change in control of the ownership of Manager, Borrower will promptly give Lender notice thereof (a “Manager Control Notice”) and (c) the Management Agreement may be terminated by Lender at any time (i) for cause to the extent provided in the Management Agreement (including, but not limited to, Manager’s gross negligence, misappropriation of funds, willful misconduct or fraud) following the occurrence of an Event of Default of the type set forth in Section 3.01(a) through (c), or (ii) to the extent provided in the Management Agreement, following the receipt of a Manager Control Notice and Borrower shall cause Owner to appoint a substitute Approved Manager. Notwithstanding the foregoing, transfers of publicly traded stock of Manager on a national stock exchange or on the NASDAQ Stock Market in the normal course or business and not in connection with a tender offer or sale or Manager or substantially all of the assets of Manager The Company shall not require the giving of a Manager Control Notice. Borrower may from time to time cause Owner to appoint a successor manager to manage the Premises, provided that any such successor manager shall be an Approved Manager. Borrower further covenants and agrees that Borrower shall cause Owner to require the Manager (or any successor managers) to maintain at all times during the term of the Loan worker’s compensation insurance as required by Governmental Authorities. (b) Borrower shall not allow Owner permit OpBiz to enter into any new other management agreement for management of the Hotel Premises or replacement Franchise Agreement the Casino which is not a "Management Agreement" as defined herein without obtaining the prior written consent of Lenderthe Majority Holders, such which consent shall not to be unreasonably withheldwithheld or delayed. The Company shall not permit OpBiz to amend, conditioned modify or delayed (provided that waive any Franchise Agreement which is on a form in all material respects (including, without limitation, all fees due thereunder) the same as the form provision of any Franchise Management Agreement which is contained in except upon notice and with the uniform franchise offering circular for any Approved Franchisor shall be deemed an acceptable form), and shall cause Owner to (i) pay or shall cause to be paid all sums required to be paid by Borrower under any Franchise Agreement and Operating Lease, (ii) diligently perform and observe all prior written consent of the material termsMajority Holders, covenants and conditions of which consent shall not be unreasonably withheld or delayed. The Company shall not permit OpBiz to pledge, transfer, assign, mortgage or encumber its interest in any Franchise Agreement on the part of Owner to be performed and observed to the end that all things shall be done which are necessary to keep unimpaired the rights of Owner under any Franchise Agreement and Operating Lease, (iii) promptly notify Lender of the giving of any notice to Owner or Borrower of any material default by Owner in the performance or observance of any of the terms, covenants or conditions of and Franchise Agreement or Operating Lease on the part of Owner to be performed and observed and deliver to Lender a true copy of each such notice, and (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Franchise Agreement or the Management Agreement or any interest therein, or allow to be encumbered OpBiz's interest in any Management Agreement or any interest therein, except in each case, to the Operating LeaseSenior Agent as provided in the Senior Credit Documents. Borrower shall notNotwithstanding the above, the Company may replace any Manager with an Identified Hotel Manager without the prior written consent of the Lender, such consent not to be unreasonably withheld, conditioned or delayed, allow Owner to surrender any Franchise Agreement or Operating Lease or terminate or cancel any Franchise Agreement or modify, change, supplement, alter or amend any Franchise Agreement or Operating Lease, in any material respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Security Instrument, all the rights, privileges and prerogatives of Borrower to surrender any Franchise Agreement or Operating Lease or to terminate, cancel, modify, change, supplement, alter or amend any Franchise Agreement or Operating Lease in any respect, and any such surrender of any Franchise Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Franchise Agreement or Operating Lease without the prior consent of Lender shall be void and of no force and effect, provided, however, Borrower may allow Owner to terminate any Franchise Agreement if Owner enters into a new Franchise Agreement with an Approved Franchisor pursuant to a Franchise Agreement which is reasonably acceptable to Lender. If Owner shall default in the performance or observance of any material term, covenant or condition of any Franchise Agreement or Operating Lease on the part of Owner to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of any Franchise Agreement or Operating Lease on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under any Franchise Agreement and Operating Lease shall be kept unimpaired and free from default. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If the franchisor under any Franchise Agreement or lessee under an Operating Lease shall deliver to Lender a copy of any notice sent to Borrower of default under any Franchise Agreement or Operating Lease, as applicable, such notice shall constitute full protection to Lender for any action to be taken by Lender in good faith, in reliance thereon. Borrower shall, from time to time, use its best efforts to obtain from the franchisor or lessee under any Franchise Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of any Franchise Agreement as may be requested by Lender. Borrower shall exercise or cause Owner to exercise each individual option, if any, to extend or renew the term of any Franchise Agreement within four (4) months of the last day upon which any such option may be exercised, unless Lender consents to the non-renewal of such Franchise Agreement in writing, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower or Owner, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, provided, however, that Lender shall not exercise such power of attorney unless and until Borrower fails to take the actions required hereinNoteholders.