Common use of Operation of Property Prior to Closing Clause in Contracts

Operation of Property Prior to Closing. Xxxxxxxx and Xxxxxxxx OP represent, warrant, covenant and agree with Brandywine OP that, between the date of this Agreement and the date of Closing: (a) Subject to the restrictions contained herein, Xxxxxxxx shall operate the Property in the same manner in which Xxxxxxxx operated the Property prior to the execution of this Agreement, so as to keep the Property in good condition, reasonable wear and tear excepted. (b) Xxxxxxxx shall maintain its books of account and records in the usual, regular and ordinary manner, in accordance with sound accounting principles applied on a basis consistent with the basis used in keeping its books in prior years. (c) Xxxxxxxx shall maintain in full force and effect all Insurance Policies. (d) Xxxxxxxx shall punctually perform and discharge all obligations and undertakings of Xxxxxxxx under the Architect's Agreement and shall not permit a default by Xxxxxxxx to occur thereunder. (e) Xxxxxxxx shall use and operate the Property in compliance with Applicable Laws and the requirements of any Insurance Policy affecting the Property. (f) Xxxxxxxx shall cause to be paid prior to delinquency all ad valorem and other taxes due and payable with respect to the Property or its operation. (g) Without the express prior written consent of Brandywine OP, Xxxxxxxx shall not enter into leases of any kind or nature affecting the Property. (h) Xxxxxxxx shall cause all debts and liabilities for labor, materials, services and equipment incurred in the construction, operation and development of the Property, including leasehold improvements, to be promptly paid; provided, all such costs incurred as of the Approved Cost Date shall be deemed Total Project Costs comprising a portion of the Purchase Price. Any costs that are incurred or requested for inclusion as Total Project Costs after the Approved Cost Date, shall only be included as Total Project Costs to the extent such expenditures are approved by Brandywine OP, which approval shall not be unreasonably withheld, conditioned or delayed and shall be deemed granted if Brandywine OP does not respond to such request in three (3) business days, following the written submission from Xxxxxxxx for inclusion of such costs (the "Approved Total Project Costs"). (i) Neither Xxxxxxxx nor Xxxxxxxx' managing agent shall (1) make any agreements which shall be binding upon Brandywine OP with respect to the Property, or (2) reduce, or cause to be reduced any rents or any other revenues over which Xxxxxxxx has operational control. (j) Xxxxxxxx shall promptly deliver to Brandywine OP upon Brandywine OP's request such reports showing the revenue and expenses of the Property as Xxxxxxxx customarily keeps or receives internally for its own use. (k) Xxxxxxxx shall not in any manner change, modify, extend, renew or terminate any Operating Agreement without the express written consent of Brandywine OP. (l) Xxxxxxxx shall promptly advise Brandywine OP of any litigation, arbitration or administrative hearing concerning or affecting the Property of which Xxxxxxxx obtains actual knowledge.

Operation of Property Prior to Closing. Xxxxxxxx Brandywine OP and Xxxxxxxx OP represent, warrant, covenant and agree with Brandywine OP Xxxxxxxx that, between the date of this Agreement and the date of Closing:Closing (but in any event subject to Brandywine OP's obligations to comply with its fiduciary duties under the Original Tysons Partnership Agreement): (a) Subject to the restrictions contained herein, Xxxxxxxx Brandywine OP shall cause Tysons Partnership and the Subsidiary Entities to operate the Property in the same manner in which Xxxxxxxx Tysons Partnership and the Subsidiary Entities operated the Property prior to the execution of this Agreement, so as to keep the Property in good condition, reasonable wear and tear excepted. (b) Xxxxxxxx Brandywine OP shall maintain its the books of account and records of Tysons Partnership and the Subsidiary Entities in the usual, regular and ordinary manner, in accordance with sound accounting principles applied on a basis consistent with the basis used in keeping its such books in prior years. (c) Xxxxxxxx Brandywine OP shall cause Tysons Partnership and the Subsidiary Entities to maintain in full force and effect all Insurance Policies. (d) Xxxxxxxx Brandywine OP shall cause Tysons Partnership and the Subsidiary Entities to punctually perform and discharge all obligations and undertakings of Xxxxxxxx Tysons Partnership and the Subsidiary Entities under the Architect's Agreement Leases and shall not permit a default by Xxxxxxxx lessor to occur thereunder. (e) Xxxxxxxx Brandywine OP shall cause Tysons Partnership and the Subsidiary Entities to use and operate the Property in compliance with Applicable Laws and the requirements of the Mass Mutual Loan Documents and any Lease, Operating Agreement and Insurance Policy affecting the Property. (f) Xxxxxxxx Brandywine OP shall cause Tysons Partnership and the Subsidiary Entities to be paid pay prior to delinquency all ad valorem and other taxes due and payable with respect to the Property or its operation. (g) Without the express prior written consent of Brandywine OP, Xxxxxxxx (which consent shall not be unreasonably withheld and shall be deemed to have been given if Xxxxxxxx fails to respond to a written request from Brandywine OP for such consent within two (2) business days following Xxxxxxxx' receipt of any such request), Brandywine OP shall not permit Tysons Partnership and/or the Subsidiary Entities to: (i) enter into leases new Leases of any kind or nature affecting the Property; or (ii) grant a renewal or extension of any existing Lease, or consent to any assignment, sublease or expansion of any existing lease or portion thereof which, by the terms of any such Lease, requires lessor's prior consent as a condition to any such renewal, extension, assignment, sublease or expansion. Brandywine OP shall not, without the express written consent of Xxxxxxxx, in any manner permit Tysons Partnership and the Subsidiary Entities to change, modify, extend, renew or terminate any Lease except as required by the terms thereof, or waive in any material respect any of the tenant's obligations under any Lease; provided, Leases with Brandywine OP's management company may be terminated on or before the Closing Date without the prior consent of Xxxxxxxx. Neither Brandywine OP, Tysons Partnership nor any of the Subsidiary Entities shall apply all or any part of the security or damage deposit of a tenant under any Lease to obligations of such tenant, unless such tenant has vacated its portion of the Property as of the Closing Date. Notwithstanding the foregoing, Xxxxxxxx hereby approves the new Leases which have been entered into by Tysons Partnership and the Subsidiary Entities and costs associated therewith, as more particularly described in SCHEDULE 6.4(g) hereto. (h) Xxxxxxxx Brandywine OP shall cause all debts and liabilities for labor, materials, services and equipment incurred in the construction, operation and development of the Property, including leasehold improvements, to be promptly paid; provided, all such costs incurred as of paid by Tysons Partnership and the Approved Cost Date shall be deemed Total Project Costs comprising a portion of the Purchase Price. Any costs that are incurred or requested for inclusion as Total Project Costs after the Approved Cost Date, shall only be included as Total Project Costs to the extent such expenditures are approved by Brandywine OP, which approval shall not be unreasonably withheld, conditioned or delayed and shall be deemed granted if Brandywine OP does not respond to such request in three (3) business days, following the written submission from Xxxxxxxx for inclusion of such costs (the "Approved Total Project Costs")Subsidiary Entities. (i) Neither Xxxxxxxx Brandywine OP, Tysons Partnership, BRSCO nor Xxxxxxxx' managing agent any of the Subsidiary Entities shall (1) make any agreements which shall be binding upon Brandywine OP Xxxxxxxx, Tysons Partnership or any of the Subsidiary Entities with respect to the Property, or (2) reduce, or cause to be reduced any rents or any other revenues over which Xxxxxxxx Tysons Partnership or BRSCO has operational control. (j) Xxxxxxxx Brandywine OP shall promptly deliver to Brandywine OP Xxxxxxxx upon Brandywine OP's Xxxxxxxx' request such reports showing the revenue and expenses of the Property Property, Tysons Partnership and the Subsidiary Entities as Xxxxxxxx Brandywine OP customarily keeps or receives internally for its own use. (k) Xxxxxxxx Except as required by the terms thereof or hereof, Brandywine OP shall not in any manner permit Tysons Partnership, BRSCO or any of the Subsidiary Entities to change, modify, extend, renew or terminate any Operating Agreement which would be binding on Xxxxxxxx, Tysons Partnership or either Subsidiary Entity or the Property without the express written consent of Brandywine OPXxxxxxxx. (l) Xxxxxxxx Brandywine OP shall promptly advise Brandywine OP Xxxxxxxx of any litigation, arbitration or administrative hearing concerning or affecting the Property Property, Tysons Partnership or the Subsidiary Entities of which Xxxxxxxx Brandywine OP obtains actual knowledge. (m) Brandywine OP shall cause Tysons Partnership and the Subsidiary Entities to keep the Mass Mutual Loans current, to comply with the terms and provisions of the Mass Mutual Loan Documents and to immediately send Xxxxxxxx copies of all correspondence received from Mass Mutual. Neither Brandywine OP, Tysons Partnership nor the Subsidiary Entities shall modify any provisions of the Mass Mutual Loan Documents except for their joinder in the Mass Mutual Consent.

Operation of Property Prior to Closing. Xxxxxxxx and Xxxxxxxx Brandywine OP represent, warrant, covenant and agree with Brandywine OP that, between the date of this Agreement and the date of Closing: (a) Subject to the restrictions contained herein, Xxxxxxxx shall cause the Partnerships to operate the Property in the same manner in which Xxxxxxxx the Partnerships operated the Property prior to the execution of this Agreement, so as to keep the Property in good condition, reasonable wear and tear excepted. (b) Xxxxxxxx shall cause the Partnerships to maintain its their respective books of account and records in the usual, regular and ordinary manner, in accordance with sound accounting principles applied on a basis consistent with the basis used in keeping its such books in prior years. (c) Xxxxxxxx shall cause the Partnerships to maintain in full force and effect all Insurance Policies. (d) Xxxxxxxx shall cause the Partnerships to punctually perform and discharge all obligations and undertakings of Xxxxxxxx the Partnerships under the Architect's Agreement Leases and shall not permit a default by Xxxxxxxx the Partnerships to occur thereunder. (e) Xxxxxxxx shall cause the Partnerships to use and operate the Property in compliance with Applicable Laws and the requirements of any mortgage, ground lease, Lease, Operating Agreement and Insurance Policy affecting the Property. (f) Xxxxxxxx shall cause to be paid prior to delinquency all ad valorem and other taxes due and payable with respect to the Property or its operation. (g) Without the express prior written consent of Brandywine OP, Xxxxxxxx OP (which consent shall not be unreasonably withheld and shall be deemed to have been given if Brandywine OP fails to respond to a written request from Xxxxxxxx for such consent within two (2) business days following Brandywine OP's receipt of any such request), none of the Partnerships shall: (i) enter into leases new Leases of any kind or nature affecting the Property; or (ii) grant a renewal or extension of any existing Lease, or consent to any assignment, sublease or expansion of any existing lease or portion thereof which, by the terms of any such Lease, requires any of the Partnerships' prior consent as a condition to any such renewal, extension, assignment, sublease or expansion. Xxxxxxxx shall not permit any of the Partnerships, without the express written consent of Brandywine OP, in any manner to change, modify, extend, renew or terminate any Lease except as required by the terms thereof, or waive in any material respect any of the tenant's obligations under any Lease; provided, Leases with Xxxxxxxx' management company may be terminated on or before the Closing Date without the prior consent of Brandywine OP. Xxxxxxxx shall not permit any of the Partnerships to apply all or any part of the security or damage deposit of a tenant under any Lease to obligations of such tenant, unless such tenant has vacated its portion of the Property as of the Closing Date. Notwithstanding the foregoing, Brandywine OP hereby approves the new Leases which have been entered into by any of the Partnerships and costs associated therewith, as more particularly described in SCHEDULE 6.4(g) hereto. (h) Xxxxxxxx shall cause all debts and liabilities for labor, materials, services and equipment incurred in the construction, operation and development of the Property, including leasehold improvements, to be promptly paid; provided, all such costs incurred as of the Approved Cost Date shall be deemed Total Project Costs comprising a portion of the Purchase Price. Any costs that are incurred or requested for inclusion as Total Project Costs after the Approved Cost Date, shall only be included as Total Project Costs to the extent such expenditures are approved by Brandywine OP, which approval shall not be unreasonably withheld, conditioned or delayed and shall be deemed granted if Brandywine OP does not respond to such request in three (3) business days, following the written submission from Xxxxxxxx for inclusion of such costs (the "Approved Total Project Costs"). (i) Neither Xxxxxxxx Xxxxxxxx, any of the Partnerships, the Corporations nor Xxxxxxxx' managing agent shall (1) make any agreements which shall be binding upon Brandywine OP with respect to OP, the PropertyPartnerships or the Corporations, or (2) reduce, or cause to be reduced any rents or any other revenues over which Xxxxxxxx has operational control. (j) Xxxxxxxx shall promptly deliver to Brandywine OP upon Brandywine OP's request such reports showing the revenue and expenses of the Property the Partnerships and the Corporations as Xxxxxxxx customarily keeps or receives internally for its own use. (k) Except as required by the terms thereof or hereof, Xxxxxxxx shall not permit any of the Partnerships or the Corporations in any manner to change, modify, extend, renew or terminate any Operating Agreement which would be binding on Brandywine OP, the Partnerships or the Corporations without the express written consent of Brandywine OP. (l) Xxxxxxxx shall promptly advise Brandywine OP of any litigation, arbitration or administrative hearing concerning or affecting the Property Property, the Partnerships or the Corporations of which Xxxxxxxx obtains actual knowledge. (m) Xxxxxxxx shall cause the Partnerships to keep the Existing Notes current, shall comply with the terms and provisions of the Existing Notes and the Existing Liens and shall immediately send Brandywine OP copies of all correspondence received from any of the holders of the Existing Notes. Xxxxxxxx shall not permit any of the Partnerships to modify any provisions of the Existing Notes or the Existing Liens. (n) PPL shall cause Southpoint Inc. and Valleybrooke Inc. to maintain each Ground Lease in full force and effect and shall not permit Southpoint Inc. or Valleybrooke Inc. to enter into any modification or amendment to any Ground Lease without the prior written consent of Brandywine OP.

Operation of Property Prior to Closing. Xxxxxxxx and Xxxxxxxx Brandywine OP represent, warrant, covenant and agree with Brandywine OP that, between the date of this Agreement and the date of Closing: (a) Subject to the restrictions contained herein, Xxxxxxxx shall operate the Property in the same manner in which Xxxxxxxx operated the Property prior to the execution of this Agreement, so as to keep the Property in good condition, reasonable wear and tear excepted. (b) Xxxxxxxx shall maintain its books of account and records in the usual, regular and ordinary manner, in accordance with sound accounting principles applied on a basis consistent with the basis used in keeping its books in prior years. (c) Xxxxxxxx shall maintain in full force and effect all Insurance Policies. (d) Xxxxxxxx shall punctually perform and discharge all obligations and undertakings of Xxxxxxxx under the Architect's Agreement Leases and shall not permit a default by Xxxxxxxx to occur thereunder. (e) Xxxxxxxx shall use and operate the Property in compliance with Applicable Laws and the requirements of any mortgage, ground lease, Lease, Operating Agreement and Insurance Policy affecting the Property. (f) Xxxxxxxx shall cause to be paid prior to delinquency all ad valorem and other taxes due and payable with respect to the Property or its operation. (g) Without the express prior written consent of Brandywine OP (which consent shall not be unreasonably withheld and shall be deemed to have been given if Brandywine OP fails to respond to a written request from Xxxxxxxx for such consent within two (2) business days following Brandywine OP's receipt of any such request), Xxxxxxxx shall not not: (i) enter into leases new Leases of any kind or nature affecting the Property; or (ii) grant a renewal or extension of any existing Lease, or consent to any assignment, sublease or expansion of any existing lease or portion thereof which, by the terms of any such Lease, requires Xxxxxxxx' prior consent as a condition to any such renewal, extension, assignment, sublease or expansion. Xxxxxxxx shall not, without the express written consent of Brandywine OP, in any manner change, modify, extend, renew or terminate any Lease except as required by the terms thereof, or waive in any material respect any of the tenant's obligations under any Lease; provided, Leases with Xxxxxxxx' management company may be terminated on or before the Closing Date without the prior consent of Brandywine OP. Xxxxxxxx shall not apply all or any part of the security or damage deposit of a tenant under any Lease to obligations of such tenant, unless such tenant has vacated its portion of the Property as of the Closing Date. Notwithstanding the foregoing, Brandywine OP hereby approves the new Leases which have been entered into by Xxxxxxxx and costs associated therewith, as more particularly described in SCHEDULE 6.4(g) hereto. (h) Xxxxxxxx shall cause all debts and liabilities for labor, materials, services and equipment incurred in the construction, operation and development of the Property, including leasehold improvements, to be promptly paid; provided, all such costs incurred as of the Approved Cost Date shall be deemed Total Project Costs comprising a portion of the Purchase Price. Any costs that are incurred or requested for inclusion as Total Project Costs after the Approved Cost Date, shall only be included as Total Project Costs to the extent such expenditures are approved by Brandywine OP, which approval shall not be unreasonably withheld, conditioned or delayed and shall be deemed granted if Brandywine OP does not respond to such request in three (3) business days, following the written submission from Xxxxxxxx for inclusion of such costs (the "Approved Total Project Costs"). (i) Neither Xxxxxxxx nor Xxxxxxxx' managing agent shall (1) make any agreements which shall be binding upon Brandywine OP with respect to the Property, or (2) reduce, or cause to be reduced any rents or any other revenues over which Xxxxxxxx has operational control. (j) Xxxxxxxx shall promptly deliver to Brandywine OP upon Brandywine OP's request such reports showing the revenue and expenses of the Property as Xxxxxxxx customarily keeps or receives internally for its own use. (k) Except as required by the terms thereof or hereof, Xxxxxxxx shall not in any manner change, modify, extend, renew or terminate any Operating Agreement which would be binding on Brandywine OP with respect to the Property without the express written consent of Brandywine OP. (l) Xxxxxxxx shall promptly advise Brandywine OP of any litigation, arbitration or administrative hearing concerning or affecting the Property of which Xxxxxxxx obtains actual knowledge.

Operation of Property Prior to Closing. Xxxxxxxx and Xxxxxxxx Brandywine OP represent, warrant, covenant and agree with Brandywine OP that, between the date of this Agreement and the date of Closing: (a) Subject to the restrictions contained herein, Xxxxxxxx shall cause the Partnerships to operate the Property in the same manner in which Xxxxxxxx the Partnerships operated the Property prior to the execution of this Agreement, so as to keep the Property in good condition, reasonable wear and tear excepted. (b) Xxxxxxxx shall cause the Partnerships to maintain its their respective books of account and records in the usual, regular and ordinary manner, in accordance with sound accounting principles applied on a basis consistent with the basis used in keeping its such books in prior years. (c) Xxxxxxxx shall cause the Partnerships to maintain in full force and effect all Insurance Policies. (d) Xxxxxxxx shall cause the Partnerships to punctually perform and discharge all obligations and undertakings of Xxxxxxxx the Partnerships under the Architect's Agreement Leases and shall not permit a default by Xxxxxxxx the Partnerships to occur thereunder. (e) Xxxxxxxx shall cause the Partnerships to use and operate the Property in compliance with Applicable Laws and the requirements of any mortgage, ground lease, Lease, Operating Agreement and Insurance Policy affecting the Property. (f) Xxxxxxxx shall cause to be paid prior to delinquency all ad valorem and other taxes due and payable with respect to the Property or its operation. (g) Without the express prior written consent of Brandywine OP, Xxxxxxxx OP (which consent shall not be unreasonably withheld and shall be deemed to have been given if Brandywine OP fails to respond to a written request from Xxxxxxxx for such consent within two (2) business days following Brandywine OP's receipt of any such request), none of the Partnerships shall: (i) enter into leases new Leases of any kind or nature affecting the Property; or (ii) grant a renewal or extension of any existing Lease, or consent to any assignment, sublease or expansion of any existing lease or portion thereof which, by the terms of any such Lease, requires any of the Partnerships' prior consent as a condition to any such renewal, extension, assignment, sublease or expansion. Xxxxxxxx shall not permit any of the Partnerships, without the express written consent of Brandywine OP, in any manner to change, modify, extend, renew or terminate any Lease except as required by the terms thereof, or waive in any material respect any of the tenant's obligations under any Lease; provided, Leases with Xxxxxxxx' management company may be terminated on or before the Closing Date without the prior consent of Brandywine OP. Xxxxxxxx shall not permit any of the Partnerships to apply all or any part of the security or damage deposit of a tenant under any Lease to obligations of such tenant, unless such tenant has vacated its portion of the Property as of the Closing Date. Notwithstanding the foregoing, Brandywine OP hereby approves the new Leases which have been entered into by any of the Partnerships and costs associated therewith, as more particularly described in Schedule 6.4(g) hereto. (h) Xxxxxxxx shall cause all debts and liabilities for labor, materials, services and equipment incurred in the construction, operation and development of the Property, including leasehold improvements, to be promptly paid; provided, all such costs incurred as of the Approved Cost Date shall be deemed Total Project Costs comprising a portion of the Purchase Price. Any costs that are incurred or requested for inclusion as Total Project Costs after the Approved Cost Date, shall only be included as Total Project Costs to the extent such expenditures are approved by Brandywine OP, which approval shall not be unreasonably withheld, conditioned or delayed and shall be deemed granted if Brandywine OP does not respond to such request in three (3) business days, following the written submission from Xxxxxxxx for inclusion of such costs (the "Approved Total Project Costs"). (i) Neither Xxxxxxxx Xxxxxxxx, any of the Partnerships, the Corporations nor Xxxxxxxx' managing agent shall (1) make any agreements which shall be binding upon Brandywine OP with respect to OP, the PropertyPartnerships or the Corporations, or (2) reduce, or cause to be reduced any rents or any other revenues over which Xxxxxxxx has operational control. (j) Xxxxxxxx shall promptly deliver to Brandywine OP upon Brandywine OP's request such reports showing the revenue and expenses of the Property the Partnerships and the Corporations as Xxxxxxxx customarily keeps or receives internally for its own use. (k) Except as required by the terms thereof or hereof, Xxxxxxxx shall not permit any of the Partnerships or the Corporations in any manner to change, modify, extend, renew or terminate any Operating Agreement which would be binding on Brandywine OP, the Partnerships or the Corporations without the express written consent of Brandywine OP. (l) Xxxxxxxx shall promptly advise Brandywine OP of any litigation, arbitration or administrative hearing concerning or affecting the Property Property, the Partnerships or the Corporations of which Xxxxxxxx obtains actual knowledge. (m) Xxxxxxxx shall cause the Partnerships to keep the Existing Notes current, shall comply with the terms and provisions of the Existing Notes and the Existing Liens and shall immediately send Brandywine OP copies of all correspondence received from any of the holders of the Existing Notes. Xxxxxxxx shall not permit any of the Partnerships to modify any provisions of the Existing Notes or the Existing Liens. (n) PPL shall cause Southpoint Inc. and Valleybrooke Inc. to maintain each Ground Lease in full force and effect and shall not permit Southpoint Inc. or Valleybrooke Inc. to enter into any modification or amendment to any Ground Lease without the prior written consent of Brandywine OP.

Operation of Property Prior to Closing. Xxxxxxxx Seller covenants and Xxxxxxxx OP representagrees with Purchaser that, warrant, covenant and agree with Brandywine OP thatto the extent it is legally entitled to do so, between the date of this Agreement and the date of ClosingClosing and subject to the terms of the Management Agreement: (a) Subject to the restrictions contained hereinSeller shall, Xxxxxxxx and shall cause Manager to, operate and maintain the Property and the Hotel in the same manner Ordinary Course of Business and in which Xxxxxxxx operated compliance with the Property prior to the execution of this Management Agreement, so as subject to keep this Agreement and seasonal differences and events or conditions beyond Seller’s reasonable control; provided, however, nothing in this Agreement shall be construed to require Seller to comply with the Property PIP (final or proposed) in good condition, reasonable wear and tear exceptedconnection with Purchaser’s new license agreement. (b) Xxxxxxxx shall maintain its books of account and records in the usualSeller shall, regular and ordinary manner, in accordance with sound accounting principles applied on a basis consistent with the basis used in keeping its books in prior years. (c) Xxxxxxxx shall maintain in full force and effect all Insurance Policies. (d) Xxxxxxxx shall punctually perform and discharge all obligations and undertakings of Xxxxxxxx under the Architect's Agreement and shall not permit a default by Xxxxxxxx cause Manager to, pay (subject to occur thereunder. (elegal rights of appeal and protest) Xxxxxxxx shall use and operate the Property in compliance with Applicable Laws and the requirements of any Insurance Policy affecting the Property. (f) Xxxxxxxx shall cause to be paid prior to delinquency all ad valorem valorem, occupancy and other sales taxes due and payable with respect to the Property or its operationthe operation of the Hotel. Seller shall not commence, continue and/or settle any proceeding to contest any taxes for any taxable period which includes the Closing Date without Purchaser’s prior written consent. (gc) Without Seller shall, and shall cause Manager to, continue to take guest room reservations and to book functions and meetings and otherwise to promote the express prior written consent business of Brandywine OPthe Property in the Ordinary Course of Business; and all advance room bookings and reservations and all meetings and function bookings shall be booked at rates, Xxxxxxxx prices and charges charged by Seller for such purposes in the Ordinary Course of Business. Seller acknowledges that the Purchase Price includes the transfer of Advance Bookings and any payments and/or deposits made pursuant to such Advance Bookings and Seller shall not enter into leases provide, and/or cause Manager to provide, any information in their possession or control required of any kind or nature affecting the PropertyPurchaser to honor such Bookings. (hd) Xxxxxxxx shall cause all debts and liabilities for labor, materials, services and equipment incurred in the construction, operation and development of the Property, including leasehold improvements, to be promptly paid; provided, all such costs incurred as of the Approved Cost Date shall be deemed Total Project Costs comprising a portion of the Purchase Price. Any costs that are incurred or requested for inclusion as Total Project Costs after the Approved Cost Date, shall only be included as Total Project Costs to the extent such expenditures are approved by Brandywine OP, which approval shall not be unreasonably withheld, conditioned or delayed and shall be deemed granted if Brandywine OP does not respond to such request in three (3) business days, following the written submission from Xxxxxxxx for inclusion of such costs (the "Approved Total Project Costs"). (i) Neither Xxxxxxxx nor Xxxxxxxx' managing agent shall (1) make any agreements which shall be binding upon Brandywine OP with respect to the Property, or (2) reduce, or cause to be reduced any rents or any other revenues over which Xxxxxxxx has operational control. (j) Xxxxxxxx shall promptly deliver to Brandywine OP upon Brandywine OP's request such reports showing the revenue and expenses of the Property as Xxxxxxxx customarily keeps or receives internally for its own use. (k) Xxxxxxxx shall not in any manner change, modify, extend, renew or terminate any Operating Agreement without the express written consent of Brandywine OP. (l) Xxxxxxxx Seller shall promptly advise Brandywine OP Purchaser of any litigation, arbitration or administrative hearing concerning or affecting the Property of which Xxxxxxxx Seller obtains actual knowledge. (e) Seller shall refrain, and shall cause Manager to refrain, from removing or causing or permitting to be removed any of the Real Property or any part or portion of the Tangible Personal Property owned or leased by Seller or Manager, unless, with respect to Tangible Personal Property, (x) the same is, in the Ordinary Course of Business, no longer needed or useful or is replaced, prior to Closing, with similar items of at least equal or better suitability, quality and value, free and clear of any liens or security interests and (y) the sale of food and beverage and retail merchandise in the Ordinary Course of Business. (f) Seller shall not: (a) apply for or consent to any change to the zoning classification of the Property or (b) perform any capital improvements to the Improvements, other than (y) maintenance or repair of the Improvements in the Ordinary Course of Business, and (z) capital improvements necessitated by an emergency or casualty (subject to the provisions of Section 8.1 hereof).