Common use of Operation of Property Clause in Contracts

Operation of Property. (a) Borrower shall, and shall cause Master Tenant to, cause the Property to be operated in all material respects, in accordance with the Management Agreement (or Replacement Management Agreement) and the Franchise Agreement (or Replacement Franchise Agreement) as applicable. In the event that the Management Agreement or Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement or Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall promptly cause Master Tenant to enter into a Replacement Management Agreement with Manager or another Qualified Manager, or a Replacement Franchise Agreement with Franchisor or another Qualified Franchisor, as applicable. (b) Borrower shall, and shall cause Master Tenant to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreement and the Franchise Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the Management Agreement or the Franchise Agreement of which it is aware; (iii) upon request by Lender, promptly deliver to Lender a copy of each of the following received by Borrower or Master Tenant, as applicable, under the Management Agreement: (A) completed financial statement, business plan, capital expenditures plan or report required to be delivered to Borrower by Manager pursuant to the Management Agreement, (B) notice of default, or (C) estimate delivered to Borrower for its approval with respect to the contemplated expenditure of an amount in excess of $25,000; and (iv) enforce, in a commercially reasonable manner, the performance and observance, of all of the covenants and agreements required to be performed and/or observed by Manager under the Management Agreement and Franchisor under the Franchise Agreement.

Operation of Property. (a) Borrower shall, and shall cause Master Tenant to, Mortgage Borrower to cause Operating Lessee to cause the Property Properties to be operated operated, in all material respects, in accordance with the Management Agreement (or Replacement Trademark License Agreements and the Management Agreement) and the Franchise Agreement (or Replacement Franchise Agreement) as applicable. In the event that the Management Agreement or Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to cause Mortgage Borrower and Property Owner to obtain Lender’s consent to any termination or modification of the Management Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower and Property Owner to cause Operating Lessee to promptly enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. In the event that any Trademark License is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement or Franchise Trademark License Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower and Property Owner to cause Operating Lessee to promptly cause Master Tenant to enter into a Replacement Management Agreement with Manager or another Qualified Manager, or a Replacement Franchise Agreement with Franchisor or another Qualified Franchisor, as applicableTrademark License Agreement. (b) Borrower shall, and shall cause Master Tenant Mortgage Borrower to cause Operating Lessee to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreement and the Franchise Trademark License Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the Management Agreement or and the Franchise Trademark License Agreement of which it is aware; (iii) upon request by Lender, promptly deliver to Lender a copy of each of the following received by Borrower or Master Tenant, as applicable, under the Management Agreement: (A) completed financial statement, business plan, capital expenditures plan or plan, notice, report required to be delivered to and estimate received by Mortgage Borrower by Manager pursuant to under the Management Agreement, (B) notice of default, or (C) estimate delivered to Borrower for its approval with respect to the contemplated expenditure of an amount in excess of $25,000; and (iv) enforce, in a commercially reasonable manner, enforce the performance and observance, observance of all of the material covenants and agreements required to be performed and/or observed by Manager under the Management Agreement and Franchisor IP Owner under the Franchise Trademark License Agreement, in a commercially reasonable manner.

Operation of Property. (a) Borrower shall, and shall cause Master Tenant toMortgage Borrower and Baltimore Owner to operate the Properties, cause the Property to be operated in all material respects, in accordance with the Management Agreement Agreements (or Replacement Management Agreements, as applicable). In the event that any Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Management Agreement in accordance with the terms and provisions of this Agreement) ), the applicable Individual Borrower shall promptly cause Mortgage Borrower and the Franchise Baltimore Owner to enter into a Replacement Management Agreement (with Manager or Replacement Franchise Agreement) Qualified Manager, as applicable. In the event that the Management Agreement or any Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement or any Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower and Baltimore Owner to promptly cause Master Tenant to enter into a Replacement Management Agreement with Manager or another Qualified Manager, or a Replacement Franchise Agreement with Franchisor or another Qualified Franchisor, as applicable. (b) Borrower shall, and shall cause Master Tenant Mortgage Borrower and Baltimore Owner to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreement Agreements and the Franchise Agreement Agreements and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the any Management Agreement or the Franchise Agreement of which it is aware; (iii) upon request by Lender, promptly deliver to Lender a copy of each of the following received by Borrower or Master Tenant, as applicable, under the Management Agreement: (A) completed financial statement, business plan, capital expenditures plan or plan, notice, report required to be delivered to Borrower and estimate received by Manager pursuant to the it under any Management Agreement, (B) notice of default, or (C) estimate delivered to Borrower for its approval with respect to the contemplated expenditure of an amount in excess of $25,000; and (iv) enforce, in a commercially reasonable manner, cause Mortgage Borrower and Baltimore Owner to enforce the performance and observance, of observance in all material respects of the covenants and agreements required to be performed and/or observed by Manager under each Management Agreement, in a commercially reasonable manner. (c) Borrower shall cause Mortgage Borrower and Baltimore Owner to expend for Capital Expenditures (including the Management Agreement Capital Expenditures identified in Section 5.1.22(d) below, but exclusive of any Capital Expenditures financed with the proceeds of any (1) Net Proceeds (2) Required Repair Fund or (3) Replacement Reserve Fund except as provided in the next sentence) not less than, with respect to all Properties in the aggregate, the Minimum Aggregate Cap Ex Amount on or prior to the Initial Maturity Date, subject to receipt of any required lender approvals and Franchisor Unavoidable Delays. Any amounts financed with the proceeds of Replacement Reserve Fund shall be credited against the Minimum Aggregate Cap Ex Amount to be expended in accordance with this Section 5.1.22(c), provided that such credit shall be limited to an amount not to exceed two percent (2%) of the Gross Income from Operations for the period from the Closing Date through and including the Initial Maturity Date Borrower shall cause Mortgage Borrower and Baltimore Owner to exercise reasonable diligence to obtain such required lender approvals in a timely manner. In the event that Mortgage Borrower and Baltimore Owner have not expended such amount by the Initial Maturity Date, then Borrower shall cause Mortgage Borrower and Baltimore Owner to deposit with Mortgage Lender, prior to or contemporaneously with the extension of the term of the Mortgage Loan pursuant to Section 2.7 of the Mortgage Loan Agreement, cash or cash equivalents (including a Letter of Credit) in an amount equal to the amount of such deficiency. Provided that Borrower causes Mortgage Borrower and Baltimore Owner to make such deposit (but subject to Section 5.1.22(d)), Borrower shall be deemed not to be in default of this Section 5.1.22(c). The amount so deposited (or the proceeds of such Letter of Credit) shall constitute a Reserve Fund under the Franchise Mortgage Loan Agreement and, in connection with a Capital Expenditure (other than a Capital Expenditure financed with the proceeds of any Net Proceeds or Required Repair Funds) during the applicable Extension Option, Borrower and Lender understand that such amount shall be released to Mortgage Borrower and Baltimore Owner in accordance with and subject to the same terms and conditions applicable to disbursements from the Replacement Reserve Account set forth in Section 7.3.2 of the Mortgage Loan Agreement. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 5.1.22(c), in the event of a release of an Individual Property in accordance with Section 2.5.1 of the Mortgage Loan Agreement, (i) the Minimum Aggregate Cap Ex Amount shall be reduced by an amount equal to the product of (A) the Minimum Aggregate Cap Ex Amount immediately prior to such release and (B) a ratio determined by dividing the Release Amount (as defined in the Mortgage Loan Agreement) of such Individual Property by the aggregate Release Amount of all Properties (including such Individual Property) and (ii) the aggregate amount expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to the Properties shall be calculated for purposes of this Section 5.1.22(c) without regard to any amounts expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to such released Individual Property. (d) Borrower shall cause Mortgage Borrower to expend, subject to Unavoidable Delays, (i) $650,000 for elevator repairs at the Baltimore Individual Property within twelve (12) months of the date hereof, (ii) $2,500,000 to replace back-up generators at the El Con Individual Property within eighteen (18) months of the date hereof and (iii) $1,200,000 to replace back-up generators at the El San Xxxx Individual Property within eighteen (18) months of the date hereof.

Operation of Property. (a) Borrower shall, and shall cause Master Tenant to, cause Mortgage Borrower and Operating Lessee to operate the Property to be operated Properties in all material respects, in accordance with the each Management Agreement and each Franchise Agreement. In the event that any Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of each Management Agreement in accordance with the terms and provisions of this Agreement), Borrower shall promptly cause Mortgage Borrower to enter into a Replacement Management Agreement) and the Franchise Agreement (with Manager or Replacement Franchise Agreement) another Qualified Manager, as applicable. In the event that the Management Agreement or any Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement or each Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower to promptly cause Master Tenant to enter into a Replacement Management Agreement with Manager or another Qualified Manager, or a Replacement Franchise Agreement with Franchisor or another Qualified Franchisor, as applicable. (b) Borrower shall, and shall cause Master Tenant to: (i) cause Mortgage Borrower and Operating Lessee to promptly perform and/or observe, in all material respects, all of the covenants and agreements agreements, including, without limitation, any PIP Requirements required to be performed and observed by it under the each Management Agreement and the each Franchise Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the any Management Agreement or the and any Franchise Agreement of which it is aware; (iii) upon request by Lender, promptly deliver to Lender a copy of each of the following received by Borrower or Master Tenant, as applicable, under the Management Agreement: (A) completed financial statement, business plan, capital expenditures plan or plan, notice, report required to be delivered to and estimate received by Mortgage Borrower by Manager pursuant to the under each Management Agreement, (B) notice of default, or (C) estimate delivered to Borrower for its approval with respect to the contemplated expenditure of an amount in excess of $25,000; and (iv) enforce, in a commercially reasonable manner, cause Mortgage Borrower to enforce the performance and observance, observance of all of the covenants and agreements required to be performed and/or observed by Manager under the each Management Agreement and Franchisor under the Franchise Agreement, in a commercially reasonable manner.

Operation of Property. (a) Borrower shall, and shall cause Master Tenant to, cause Mortgage Borrower or Operating Lessee and Manager to operate the Property to be operated operated, in all material respects, in accordance with the Operating Lease and Management Agreement (or Replacement Management Agreement) ). In the event that the Operating Lease expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Operating Lease in accordance with the terms and the Franchise provisions of this Agreement), Borrower shall cause Mortgage Borrower or Operating Lessee to promptly enter into a Management Agreement (or Replacement Franchise Agreement) as applicablewith Manager. In the event that the Management Agreement or Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement or Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall shall, cause Mortgage Borrower or Operating Lessee to, promptly cause Master Tenant to enter into a Replacement Management Agreement with Manager or another Qualified Manager, or a Replacement Franchise Agreement with Franchisor or another Qualified Franchisor, as applicable. (b) Borrower shall, and shall cause Master Tenant Mortgage Borrower or Operating Lessee, as applicable, to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreement Operating Lease and the Franchise Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly after they become aware, notify Lender of any material default under the Management Agreement Operating Lease or the Franchise Agreement of which it is awareManagement Agreement; (iii) upon request by Lender, promptly deliver to Lender a copy of each of the following received by Borrower or Master Tenant, as applicable, under the Management Agreement: (A) completed financial statement, business plan, capital expenditures plan plan, written notice, written report and written estimate received by it under the Operating Lease or report required to be delivered to Borrower by Manager pursuant to the Management Agreement, (B) notice of default, or (C) estimate delivered to Borrower for its approval with respect to the contemplated expenditure of an amount in excess of $25,000; and (iv) enforce, in a commercially reasonable manner, enforce the performance and observance, observance of all of the covenants and agreements required to be performed and/or observed by Operating Lessee under the Operating Lease and/or by Manager under the Management Agreement and Franchisor under the Franchise Agreement, in a commercially reasonable manner.

Operation of Property. (a) Borrower shall11.%2.%3.%4. Borrower, Mortgage Borrower, Operating Company and Manager shall cause Master Tenant to, cause the Property to be operated operated, in all material respects, in accordance with the applicable Operating Lease (or Replacement Operating Lease) and the Management Agreement (or Replacement Management Agreement) ). In the event that the Operating Lease expires or is terminated (without limiting any obligation of Borrower to cause Mortgage Borrower to obtain Lender’s consent to any termination or modification of the Operating Lease in accordance with the terms and the Franchise Agreement (provisions of this Agreement), Borrower shall cause Mortgage Borrower to promptly enter into a Replacement Operating Lease with Operating Company or Replacement Franchise Agreement) another Qualified Operator, as applicable. In the event that any Management Agreement expires or is terminated (without limiting any obligation of Borrower to cause Mortgage Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower and Operating Company to, promptly enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. In the event that any Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement or Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower and Operating Company to, promptly cause Master Tenant to enter into a Replacement Management Agreement with Manager or another Qualified Manager, or a Replacement Franchise Agreement with Franchisor or another Qualified Franchisor, as applicable. (b) , or operate the Property without a Franchise Agreement provided that the Property is operated in the same manner the Property was operated as of the Closing Date. Notwithstanding anything contained in this Agreement to the contrary, at the expiration of the term of the Operating Lease, Borrower shallmay cause Mortgage Borrower to enter, and shall cause Master Tenant to: Operating Company may enter into an extension of such Operating Lease for a five (i5) promptly perform and/or observeyear renewal term on the same terms and conditions as the expired Operating Lease, except that the Operating Rent may be modified solely to the extent necessary to enable AHT to maintain compliance with (and continue to comply with) the rules and regulations applicable to it as a REIT (as such term is defined in all material respects, all the Operating Lease as of the covenants Closing Date), which Mortgage Borrower and agreements required Operating Company intend to be performed and observed satisfy by it under the Management Agreement and the Franchise Agreement and do all things necessary reference to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the Management Agreement or the Franchise Agreement of which it is aware; (iii) upon request a transfer pricing report prepared by Lender, promptly deliver to Lender a copy of each of the following received by Borrower or Master Tenant, as applicable, under the Management Agreement: (A) completed financial statement, business plan, capital expenditures plan or report required to be delivered to Borrower by Manager pursuant to the Management Agreement, (B) notice of default, or (C) estimate delivered to Borrower for its approval with respect to the contemplated expenditure of an amount in excess of $25,000; and (iv) enforce, in a commercially reasonable manner, the performance and observance, of all of the covenants and agreements required to be performed and/or observed by Manager under the Management Agreement and Franchisor under the Franchise Agreement“Big 4” accounting firm.

Operation of Property. (a) Borrower shall, and shall cause Master Tenant to, cause each of the Property Properties to be operated operated, in all material respects, in accordance with the Management Agreement Operating Leases and in accordance with all applicable Legal Requirements, including Gaming Laws, and all Gaming Licenses and other Operating Permits and in a manner consistent with their respective use as of the Original Closing Date (or, with respect to each Swap Property, as of the Closing Date). Borrower shall cause Operating Company to post all required bonds, if any, with any Gaming Authority as and in the amounts required under all applicable Legal Requirements (and shall, if Lender makes a request therefor, promptly provide Lender with copies of all such bonds). (b) Borrower shall not, without Lender’s prior written consent, permit Operating Company to assign or transfer, and Operating Company shall not, without Lender’s prior written consent, assign or transfer, or delegate any responsibilities with respect to, any material Gaming License or Operating Permit. (c) Borrower shall cause Operating Company to make all filings required under the Gaming Laws, or in connection with any Gaming Licenses or Operating Permits, including in connection with the origination of the Loan and the Mezzanine Loan, and shall deliver copies of such filings as Lender shall reasonably request to Lender, promptly upon request. Borrower will timely pay all fees, investigative fees and costs required by the Gaming Authorities with respect to any such approvals and licenses. Borrower will diligently and comprehensively respond to any inquiries and requests from the Gaming Authorities and promptly file or cause to be filed any additional information required in connection with any required filings as soon as practicable after receipt of requests therefor. (d) Upon request of Lender, Borrower shall deliver to Lender (or Replacement Management Agreementcause Operating Company to deliver to Lender) such evidence of compliance (by Borrower, Operating Company and each Individual Property) with all Legal Requirements, including Gaming Laws as shall be reasonably requested by Lender. Borrower shall immediately deliver to Lender (and shall cause Operating Company to deliver to Lender) any notice of material non-compliance or material violation of any Legal Requirement, or of any material inquiry or investigation commenced by the Franchise Agreement Gaming Authorities in connection with any of the Properties. Borrower shall immediately notify Lender if it or Operating Company believe that any material license, including any Gaming License, is being or could be revoked or suspended, or that any action is pending, being considered or being, or could be, taken to revoke or suspend Borrower’s or Operating Company’s material licenses, including the Gaming Licenses, or to fine, penalize or impose remedies upon Borrower or Operating Company, or that any action is pending, being considered, or being, or could be, taken to discontinue, suspend, deny, decrease or recoup any payments due, made or coming due to Borrower or Operating Company, in each case if same might reasonably be expected to have an Individual Material Adverse Effect. Borrower shall immediately deliver to Lender any notice received by Borrower or Operating Company alleging or relating to the material non-compliance by Borrower or Operating Company with any Legal Requirements, including Gaming Laws. (or Replacement Franchise Agreemente) as applicable. In the event that any of the Management Agreement Operating Leases expire or Franchise Agreement expires or is are terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any of the Management Agreement or Franchise Agreement Operating Leases in accordance with the terms and provisions of this Agreement), Borrower shall promptly cause Master Tenant to enter into a Replacement Management Agreement replacement Operating Lease (in form and substance satisfactory to Lender) with Manager Operating Company or another Qualified Manageroperating company reasonably satisfactory to Lender, or provided Borrower will obtain a Replacement Franchise Agreement with Franchisor or another Qualified Franchisor, Rating Agency Confirmation as applicable.a condition to the effectiveness of such replacement Operating Lease and that Borrower will cause Guarantor (Operating Lease) to execute and deliver an operating lease guaranty in the same form and substance as the Operating Lease Guaranty, (bf) Borrower shall, and shall cause Master Tenant to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreement and the Franchise Agreement Operating Lease and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the Management Agreement any Operating Lease or the Franchise Agreement Operating Lease Guaranty of which it is aware; (iii) upon request by Lender, promptly deliver to Lender a copy of each of the following received by Borrower or Master Tenant, as applicable, under the Management Agreement: (A) completed financial statement, business plan, capital expenditures plan or plan, notice, report required to be delivered to Borrower and estimate received by Manager pursuant to the Management Agreement, (B) notice of default, or (C) estimate delivered to Borrower for its approval with respect to the contemplated expenditure of an amount in excess of $25,000it under each Operating Lease; and (iv) enforce, in a commercially reasonable manner, enforce the performance and observance, observance of all of the material covenants and agreements required to be performed and/or observed by Manager each Operating Company under each Operating Lease and by each Guarantor (Operating Lease) under each Operating Lease Guaranty, in a commercially reasonable manner. (g) Borrower shall cause the Hotel Components to be at all times open for business as a hotel and the Casino Components to be open for business as a casino, except to the extent necessary to undertake any alterations or repairs (subject to the provisions of this Agreement with respect to the performance of any such alterations or repairs). Borrower shall cause each Individual Property 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 Operating Leases and all applicable Legal Requirements in all material respects. (h) If Borrower shall be in material default under any Operating Lease, then, subject to the terms of such Operating Lease, Borrower shall (subject to any applicable Legal Requirements) grant Lender the right (but not the obligation), to cause the default or defaults under such Operating Lease to be remedied and otherwise exercise any and all rights of Borrower under such Operating Lease, as may be necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, and Lender shall have the right to enter all or any portion of the affected Individual Property at such times and in such manner as Lender deems necessary, to prevent or to cure any such default. The actions or payments of Lender to cure any default by Borrower under any Operating Lease shall not remove or waive, as between Borrower and Lender, any default that may occur or occurred under this Agreement by virtue of such default by Borrower under such Operating Lease. All out-of-pocket sums reasonably expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the rate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the Mortgage. (i) Borrower shall notify Lender promptly in writing of (i) the occurrence, to Borrower’s knowledge, of any material default by any party to any Operating Lease or any Operating Lease Guaranty, (ii) the occurrence, to Borrower’s knowledge, of any event that, with the passage of time or service of notice, or both, would constitute a material default by any party under any Operating Lease or any Operating Lease Guaranty, and (iii) the receipt by Borrower or its Affiliate of any notice (written or otherwise) from any party under any Operating Lease or any Operating Lease Guaranty noting or claiming the occurrence of any material default by Borrower under such Operating Lease or such Operating Lease Guaranty. (j) Borrower shall (subject to any applicable Legal Requirements) promptly execute, acknowledge and deliver to Lender such instruments as may reasonably be required to permit Lender to cure any material default under any Operating Lease or permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the value of the security interest of Lender under the Loan Documents with respect to each of the Properties. Upon the occurrence and during the continuance of an Event of Default, Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Borrower under or with respect to any Operating Lease, including, without limitation, the right to effectuate any extension or renewal of any Operating Lease, or to preserve any rights of Borrower whatsoever in respect of any part of any Operating Lease (and the above powers granted to Lender are coupled with an interest and shall be irrevocable). (k) With respect to any Operating Lease or any Operating Lease Guaranty, Borrower shall, from time to time, upon ten (10) Business Days’ prior written request from Lender, execute, acknowledge and deliver to Lender, a statement containing the following: (A) a statement that such Operating Lease or such Operating Lease Guaranty is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease or the Operating Lease Guaranty is in full force and effect as modified and setting forth such modifications, (B) a statement that Borrower is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Borrower’s knowledge, either the other party thereto is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to the Operating Lease r the Operating Lease Guaranty as Lender shall reasonably request. (l) With respect to any Operating Lease, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from each Operating Company containing the following: (A) a statement that such Operating Lease is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease is in full force and effect as modified and setting forth such modifications, (B) a statement that the Operating Company is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Operating Company’s knowledge, the Borrower is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to Operating Company, any Operating Lease and/or any Operating Lease Guaranty as Lender shall reasonably request. (m) With respect to any Operating Lease Guaranty, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from Guarantor (Operating Lease) containing the following: (A) a statement that such Operating Lease Guaranty is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease Guaranty is in full force and effect as modified and setting forth such modifications; (B) a statement that Guarantor (Operating Lease) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (C) such other information with respect to Guarantor (Operating Lease) and/or Operating Lease Guaranty as Lender shall reasonably request. (n) Each Operating Lease and any and all rights and interests (whether xxxxxx or inchoate and including, without limitation, all mechanic’s and materialmen’s liens under applicable law) owed, claimed or held, by any Operating Company thereunder or otherwise are and shall be in all respects subordinate and inferior to the liens and security interests created, or to be created, for the benefit of Lender, and securing the repayment of the Note and the performance of the obligations under the Loan Agreement and the other Loan Documents. (o) Upon the occurrence of an Event of Default under the Loan Documents, Operating Company shall, at the request of Lender, continue to perform all of Operating Company’s obligations under the terms of the Operating Leases. Further, upon and after foreclosure, deed in lieu of foreclosure or other similar transfer of any of the Properties to Lender, its designee or nominee, Operating Company shall not exercise any right to terminate the Operating Lease other than due to any default or breach by Lender, its designee or nominee first occurring thereafter pursuant to the terms of the Operating Lease and, at the request of Lender, shall continue to operate and manage any one or more of the Properties and maintain all applicable Gaming Approvals with respect thereto, either in accordance with the terms of the Operating Lease or pursuant to a replacement operating lease (or, to the extent permitted by applicable Legal Requirements, a management agreement) in form and substance reasonably acceptable to Lender provided that (i) to the extent such continued operation is conducted pursuant to the Operating Lease, Operating Company shall be obligated to pay the rental rate specified therein, (ii) to the extent such continued operation is conducted pursuant to a management agreement in accordance with applicable Legal Requirements, Lender, its designee or nominee shall pay to Operating Company a then market rate management fee which is reasonable and customary for similar properties in similar locations as the Individual Property in question, and (iii) all other terms and arrangements shall be usual and customary for similar properties in similar locations as such Individual Property and, to the extent required under applicable Gaming Laws, subject to the prior review and/or approval of the Gaming Authorities. In addition, upon the occurrence of an Event of Default under the Loan Documents, and promptly upon receipt of a written request therefor, each Operating Company shall deliver to Lender copies of all customer lists in each such Operating Company’s possession (relating to each of the casinos and the hotels at each of the Properties, as applicable). (p) Notwithstanding the foregoing or any provision hereof or of any of the Loan Documents to the contrary, at any time after foreclosure, deed in lieu of foreclosure or other similar transfer of any Individual Property to Lender, its designee or nominee, at the option of Lender exercised by written notice to Operating Company, Lender, its designee or nominee shall have the right to terminate the Operating Lease and/or, if applicable, any Management Agreement and Franchisor under with Operating Company without penalty or termination fee (except that Operating Company shall be entitled to receive any unpaid amounts that relate to the Franchise Agreementperiod prior to such termination) and, in connection with the foregoing, Operating Company shall transfer its responsibility for the management of the applicable Individual Property to a replacement operator selected by Lender.

Operation of Property. (a) Borrower shall, and shall cause Master Tenant toXxxxxx Mortgage Borrower to operate the Properties, cause the Property to be operated in all material respects, in accordance with the Management Agreement Agreements (or Replacement Management Agreements, as applicable). In the event that any Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Management Agreement in accordance with the terms and provisions of this Agreement) and ), the Franchise applicable Individual Borrower shall promptly cause Xxxxxx Mortgage Borrower to enter into a Replacement Management Agreement (with Manager or Replacement Franchise Agreement) Qualified Manager, as applicable. In the event that the Management Agreement or any Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement or any Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Xxxxxx Mortgage Borrower to promptly cause Master Tenant to enter into a Replacement Management Agreement with Manager or another Qualified Manager, or a Replacement Franchise Agreement with Franchisor or another Qualified Franchisor, as applicable. (b) Borrower shall, and shall cause Master Tenant Xxxxxx Mortgage Borrower to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreement Agreements and the Franchise Agreement Agreements and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the any Management Agreement or the Franchise Agreement of which it is aware; (iii) upon request by Lender, promptly deliver to Lender a copy of each of the following received by Borrower or Master Tenant, as applicable, under the Management Agreement: (A) completed financial statement, business plan, capital expenditures plan or plan, notice, report required to be delivered to Borrower and estimate received by Manager pursuant to the it under any Management Agreement, (B) notice of default, or (C) estimate delivered to Borrower for its approval with respect to the contemplated expenditure of an amount in excess of $25,000; and (iv) enforce, in a commercially reasonable manner, cause Xxxxxx Mortgage Borrower to enforce the performance and observance, of observance in all material respects of the covenants and agreements required to be performed and/or observed by Manager under each Management Agreement, in a commercially reasonable manner. (c) Subject to the Management Agreement receipt of any required Lender approvals (provided that Borrower shall have acted in good faith to obtain such approvals in a timely manner) and Franchisor under Unavoidable Delays, Borrower shall expend or cause Xxxxxx Mortgage Borrower to expend for Capital Expenditures (exclusive of any Capital Expenditures financed with the Franchise proceeds of any Net Liquidation Proceeds After Debt Service or Required Repair Fund) not less than, with respect to all Properties in the aggregate, the Minimum Aggregate Cap Ex Amount on or prior to the Initial Maturity Date. In the event that neither Borrower nor Xxxxxx Mortgage Borrower has expended such amount by the Initial Maturity Date, then prior to or contemporaneously with the extension of the term pursuant to Section 2.7, Borrower shall deposit with Lender cash or cash equivalents (including a Letter of Credit) in an amount equal to the amount of such deficiency and upon such deposit, Borrower shall be deemed not to be in default of this Section 5.1.22(c). The amount so deposited (or the proceeds of such Letter of Credit) shall constitute a Reserve Fund hereunder and, in connection with a Capital Expenditure (other than a Capital Expenditure financed with the proceeds of any Net Liquidation Proceeds After Debt Service or Required Repair Funds) during the applicable Extension Option shall be released to Borrower in accordance with and subject to the same terms and conditions applicable to disbursements from Table of Contents the Replacement Reserve Account set forth in Section 7.3.2 hereof. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 5.1.22(c), in the event of a release of an Individual Property in accordance with Xxxxxx Mortgage Loan Agreement, (i) the Minimum Aggregate Cap Ex Amount shall be reduced by an amount equal to the product of (A) the Minimum Aggregate Cap Ex Amount immediately prior to such release and (B) a ratio determined by dividing the Release Amount of such Individual Property by the aggregate Release Amount of all Properties (including such Individual Property) and (ii) the aggregate amount expended by Xxxxxx Mortgage Borrower on Capital Expenditures relating to the Properties shall be calculated for purposes of this Section 5.1.22(c) without regard to any amounts expended by Xxxxxx Mortgage Borrower on Capital Expenditures relating to such released Individual Property.

Operation of Property. (a) Each Borrower shall, and shall cause Master Tenant to, cause the Property Properties to be operated operated, in all material respects, in accordance with the applicable Operating Lease, Management Agreement (or Replacement Management Agreement) and the Franchise Agreement (or Replacement Franchise Agreement) , as applicable. In the event that the applicable Management Agreement or Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement or Franchise Agreement in accordance with the terms and provisions of this Agreement), each Borrower or IDOT Guarantor, as applicable, shall promptly cause Master Tenant to enter into a Replacement Management Agreement with Manager or another Qualified Manager, or a Replacement Franchise Agreement with Franchisor or another Qualified Franchisor, as applicable. (b) Each Borrower shall, and shall cause Master IDOT Guarantor and each Operating Tenant to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it Borrower, IDOT Guarantor and/or such Operating Tenant under the applicable Management Agreement and the Franchise Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the any Management Agreement or the Franchise Agreement of which it is aware; and (iii) upon request by Lender, promptly deliver to Lender a copy of each of the following received by Borrower or Master Tenant, as applicable, under the Management Agreement: (A) completed financial statement, business plan, capital expenditures plan or report required to be delivered to Borrower by Manager pursuant to the Management Agreement, (B) notice of default, or (C) estimate delivered to Borrower for its approval with respect to the contemplated expenditure of an amount in excess of $25,000; and (iv) enforce, in a commercially reasonable manner, enforce the performance and observance, observance of all of the covenants and agreements required to be performed and/or observed by the Manager under any Management Agreement, in a commercially reasonable manner. (c) Nothing contained herein requires Lender consent to renew each existing Franchise Agreement pursuant to (A) the Management then existing Franchise Agreement or (B) the then prevailing form of franchise agreement of the existing Franchisor, or to amend any Franchise Agreement with respect to administrative procedures and mandatory systemwide changes, except as may be limited to clauses (x) and (y) below. In connection with the replacement of any Qualified Franchisor permitted hereunder, and in the event that Borrower, with the consent of Lender, elects not to independently operate and manage the hotel on any Individual Property, Borrower shall, within ten (10) Business Days of the execution of a franchise agreement, deliver to Lender a Franchisor comfort letter from any replacement Qualified Franchisor in form and substance reasonably acceptable to Lender. In all cases, Borrower shall (i) cause the hotel located on each Individual Property to be operated pursuant to a Franchise Agreement approved by Lender pursuant to this Section 5.1.22; (ii) promptly perform and observe in all material respects all of the covenants required to be performed and observed by it under such Franchise Agreement (including the requirements of any property improvement plan); (iii) promptly notify Lender of any material default under such Franchise Agreement of which Borrower is aware; and (iv) promptly enforce in a commercially reasonable manner the performance and observance of all of the material covenants required to be performed and observed by the Qualified Franchisor under the such Franchise Agreement. (d) Each Borrower shall, and shall cause IDOT Guarantor and each Operating Tenant to: (i) promptly perform and/or observe in all material respects all of the covenants and agreements required to be performed and observed by Borrower, IDOT Guarantor and/or such Operating Tenant under the applicable Operating Lease and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under any Operating Lease of which it is aware; (iii) promptly deliver to Lender a copy of each notice received by it under any Operating Lease; and (iv) enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by Borrower and the Operating Tenant under any Operating Lease, in a commercially reasonable manner.

Operation of Property. (a) Borrower shall, and shall cause the Master Tenant to, Lessee to cause the Property to be operated operated, in all material respects, in accordance with the Management Agreement (or Replacement Management Agreement, as applicable) and the Franchise Agreement (or Replacement Franchise Agreement) , as applicable). In the event that the Management Agreement or Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement in accordance with the terms and provisions of this Agreement), Borrower shall promptly cause Master Lessee to enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. In the event that the Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall promptly cause Master Tenant Lessee to enter into a Replacement Management Agreement with Manager or another Qualified Manager, or a Replacement Franchise Agreement with Franchisor or another Qualified Franchisor, as applicable. (b) Borrower shall, and shall cause Master Tenant Lessee to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreement and the Franchise Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the Management Agreement or the Franchise Agreement of which it is aware; (iii) upon request by Lender, promptly deliver to Lender a copy of each of the following received by Borrower or Master Tenant, as applicable, under the Management Agreement: (A) completed financial statement, business plan, capital expenditures plan or report required to be delivered to Borrower by Manager pursuant to the Management Agreement, (B) notice of default, or (C) estimate delivered to Borrower for its approval with respect to the contemplated expenditure of an amount in excess of $25,000; and (iv) enforce, in a commercially reasonable manner, the performance and observance, of all of the covenants and agreements required to be performed and/or observed by Manager under the Management Agreement and Franchisor under the Franchise Agreement.

Operation of Property. Borrower and Lender acknowledge and agreed that no Property Management Agreement is in effect as of the Closing Date. On ten (10) Business Days’ prior written notice to Borrower, Lender may require Borrower, at Borrower’s sole cost and expense, to enter into a Management Agreement with an Affiliate of Borrower, on such commercially reasonable terms and conditions as shall be reasonably satisfactory to Lender, and Borrower shall cooperate with Lender with respect thereto, including, without limitation, executing and delivering to Lender an Assignment and Subordination of Management Agreement and, to the extent required by Lender, creating a new entity to serve as such Affiliated Manager. During the continuance of any period during which a Management Agreement (or Replacement Management Agreement) is in effect: (a) Borrower shall, and shall cause Master Tenant to, cause the Property to be operated operated, in all material respects, in accordance with the Management Agreement (or Replacement Management Agreement) and the Franchise Agreement (or Replacement Franchise Agreement) as applicable. In the event that the Management Agreement or Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement or Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall promptly cause Master Tenant to shall, commensurately with such expiration or termination, enter into a Replacement Management Agreement with Manager or another Qualified Manager, or a Replacement Franchise Agreement with Franchisor or another Qualified Franchisor, as applicable. (b) Borrower shall, and shall cause Master Tenant to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreement and the Franchise Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the Management Agreement or the Franchise Agreement of which it is aware; (iii) upon request by Lender, promptly deliver to Lender a copy of each of the following received by Borrower or Master Tenant, as applicable, under the Management Agreement: (A) completed financial statement, business plan, capital expenditures plan or plan, notice, report required to be delivered to Borrower and estimate received by Manager pursuant to it under the Management Agreement, (B) notice of default, or (C) estimate delivered to Borrower for its approval with respect to the contemplated expenditure of an amount in excess of $25,000; and (iv) enforce, in a commercially reasonable manner, enforce the performance and observance, observance of all of the covenants and agreements required to be performed and/or observed by Manager under the Management Agreement and Franchisor Agreement, in a commercially reasonable manner. (c) Borrower shall not, without Lender’s prior consent (which consent shall not be unreasonably withheld): (i) surrender, terminate or cancel the Management Agreement; provided, that Borrower may replace the Manager so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement; (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Franchise Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement in any material respect. (d) Following the occurrence and during the continuance of an Event of Default, Borrower shall not exercise any rights, make any decisions, grant any approvals or otherwise take any action under the Management Agreement without the prior consent of Lender, which consent may be withheld in Lender’s sole discretion. (e) Borrower shall not commit or suffer any waste of the Property or make any change in the use of the Property which will in any way materially increase the risk of fire or other hazard arising out of the operation of the Property, or take any action that might invalidate or give cause for cancellation of any Policy, or do or permit to be done thereon anything that may in any way impair the value of the Property or the security for the Loan. Borrower will not, without the prior written consent of Lender, permit any drilling or exploration for or extraction, removal, or production of any minerals from the surface or the subsurface of the Property, regardless of the depth thereof or the method of mining or extraction thereof.

Operation of Property. (a) Each Individual Borrower and the corresponding Individual Operating Lessee shall (and shall, and shall cause Master Tenant toif necessary, exercise its rights under the applicable Management Agreement to cause the applicable Manager to) cause the applicable Individual Property to be operated operated, in all material respects, in accordance with the applicable Management Agreement (or Replacement Management Agreement, as applicable) and the Franchise Agreement (or Replacement Franchise Agreement) as applicablein accordance with all applicable Legal Requirements. In the event that the a Management Agreement or Franchise Agreement expires or is terminated (without limiting any obligation of Borrower or Operating Lessee to obtain Lender’s consent to any termination or modification of the any Management Agreement or Franchise Agreement in accordance with the terms and provisions of this Agreement), the applicable Individual Borrower or Individual Operating Lessee shall promptly cause Master Tenant to enter into a Replacement Management Agreement with the applicable Manager or another Qualified Manager, or a Replacement Franchise Agreement with Franchisor or another Qualified Franchisor, as applicable. (b) Each Individual Borrower and each Individual Operating Lessee, as applicable, shall, and shall cause Master Tenant to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the any Management Agreement and the Franchise Agreement to which it is a party and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly after they become aware, notify Lender of any material default under the any such Management Agreement or the Franchise Agreement of which it is awareAgreement; (iii) upon request by Lender, promptly deliver to Lender a copy of each of the following received by Borrower or Master Tenant, as applicable, under the Management Agreement: (A) completed financial statement, business plan, capital expenditures plan or plan, any material written notice, material written report required to be delivered to Borrower and material written estimate received by Manager pursuant to the it under any such Management Agreement, (B) notice of default, or (C) estimate delivered to Borrower for its approval with respect to the contemplated expenditure of an amount in excess of $25,000; and (iv) enforce, in a commercially reasonable manner, enforce the performance and observance, observance of all of the covenants and agreements required to be performed and/or observed by the applicable Manager under the any such Management Agreement, in a commercially reasonable manner. (c) Any Replacement Management Agreement shall be with a Qualified Manager and Franchisor under shall include rights to utilize such Qualified Manager’s (or its Affiliate’s) intellectual property for purposes of branding the Franchise AgreementProperty unless the applicable Individual Borrower or Individual Operating Lessee enters into a franchise agreement reasonably acceptable to Lender on third-party market rate terms with a Qualified Manager. No Individual Borrower or Individual Operating Lessee shall permit the applicable Manager or any Affiliate of HWHI to rebrand the applicable Individual Property to a lower category based on the annual chain scale published by Xxxxx Travel Reports without the consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. At no time shall any Individual Property be operated as an unbranded hotel.

Operation of Property. (a) Borrower shall, and shall cause Master Tenant to, cause the Property to be operated operated, in all material respects, in accordance with the applicable Management Agreement (or Replacement Management Agreement) and the Franchise Agreement (or Replacement Franchise Agreement) , as applicable. In the event that the Management Agreement or Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement or Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall promptly cause Master Tenant to enter into a Replacement Management Agreement with Manager or another Qualified Manager, or . In the event that the applicable Rating Agency has not responded within thirty (30) days after delivery to it of a request to approve a Replacement Franchise Management Agreement and a Qualified Manager, together with Franchisor or another all information and materials necessary to consider such request, such Replacement Management Agreement and Qualified FranchisorManager shall be deemed approved if such request shall conspicuously state, as applicablein large bold type, that “PURSUANT TO SECTION 5.1.22(a) OF THE LOAN AGREEMENT ENTERED BY CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. AND INLAND DIVERSIFIED LAS VEGAS EASTERN BELTWAY, L.L.C., THE MATTER DESCRIBED HEREIN SHALL BE DEEMED APPROVED IF RATING AGENCY DOES NOT RESPOND TO THE CONTRARY WITHIN 30 DAYS OF LENDER’S RECEIPT OF THIS WRITTEN NOTICE.” (b) Borrower shall, and shall cause Master Tenant to: (i) promptly perform and/or observe, observe (or cause the performance and observance) in all material respects, respects all of the covenants and agreements required to be performed and observed by it and Manager, as applicable, under the applicable Management Agreement and the Franchise Agreement and do all things necessary to preserve and to keep unimpaired its Borrower’s material rights thereunder, as applicable; (ii) promptly notify Lender of any material default under the Management Agreement or the Franchise Agreement of which it is aware; (iii) upon request by Lender, promptly deliver to Lender a copy of each of the following received by Borrower or Master Tenant, as applicable, under the Management Agreement: (A) completed financial statement, business plan, capital expenditures plan or plan, notice, report required to be delivered to Borrower and estimate received by Manager pursuant to it under the Management Agreement, (B) notice of default, or (C) estimate delivered to Borrower for its approval with respect to the contemplated expenditure of an amount in excess of $25,000; and (iv) enforce, in a commercially reasonable manner, enforce the performance and observance, observance of all of the covenants and agreements required to be performed and/or observed by Manager under the Management Agreement, in a commercially reasonable manner. (c) If (i) an Event of Default occurs and is continuing, (ii) the Manager shall be the subject of a Bankruptcy Action or become insolvent, (iii) fifty percent (50%) or more of the direct or indirect ownership interest in Manager has changed or Control of Manager has changed, in each event from what it was on the Closing Date, (iv) a default occurs under the Management Agreement that remains uncured for a period of ninety (90) days, (v) if the Manager becomes the subject of a Bankruptcy Action, or (vi) the commission of fraud, gross negligence, willful misconduct or misappropriation of funds by Manager, Borrower shall, at the request of Lender, terminate the Management Agreement in accordance with its terms and the Assignment of Management Agreement and Franchisor under replace Manager with a Qualified Manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the Franchise management fee for such replacement Manager shall not exceed then prevailing market rates (and in any event such Manager shall not receive more than four and one-half percent (4.5%) of Gross Income from Operations per annum with respect to the Property subject to such Replacement Management Agreement). (d) All Material Agreements shall be subject to the prior review and approval, not to be unreasonably withheld, of Lender.

Operation of Property. (a) Borrower shall, and shall cause Master Tenant to, cause the Property to be operated operated, in all material respects, in accordance with the applicable Management Agreement (or Replacement Management Agreement) and the Franchise Agreement (or Replacement Franchise Agreement) , as applicable. In the event that the Management Agreement or Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement or Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall promptly cause Master Tenant to enter into a Replacement Management Agreement with Manager or another Qualified Manager, or . In the event that the applicable Rating Agency has not responded within thirty (30) days after delivery to it of a request to approve a Replacement Franchise Management Agreement and a Qualified Manager, together with Franchisor or another all information and materials necessary to consider such request, such Replacement Management Agreement and Qualified FranchisorManager shall be deemed approved if such request shall conspicuously state, as applicablein large bold type, that “PURSUANT TO SECTION 5.1.22(a) OF THE LOAN AGREEMENT ENTERED BY CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. AND INLAND DIVERSIFIED LAS VEGAS CENTENNIAL CENTER, L.L.C., THE MATTER DESCRIBED HEREIN SHALL BE DEEMED APPROVED IF RATING AGENCY DOES NOT RESPOND TO THE CONTRARY WITHIN 30 DAYS OF LENDER’S RECEIPT OF THIS WRITTEN NOTICE.” (b) Borrower shall, and shall cause Master Tenant to: (i) promptly perform and/or observe, observe (or cause the performance and observance) in all material respects, respects all of the covenants and agreements required to be performed and observed by it and Manager, as applicable, under the applicable Management Agreement and the Franchise Agreement and do all things necessary to preserve and to keep unimpaired its Borrower’s material rights thereunder, as applicable; (ii) promptly notify Lender of any material default under the Management Agreement or the Franchise Agreement of which it is aware; (iii) upon request by Lender, promptly deliver to Lender a copy of each of the following received by Borrower or Master Tenant, as applicable, under the Management Agreement: (A) completed financial statement, business plan, capital expenditures plan or plan, notice, report required to be delivered to Borrower and estimate received by Manager pursuant to it under the Management Agreement, (B) notice of default, or (C) estimate delivered to Borrower for its approval with respect to the contemplated expenditure of an amount in excess of $25,000; and (iv) enforce, in a commercially reasonable manner, enforce the performance and observance, observance of all of the covenants and agreements required to be performed and/or observed by Manager under the Management Agreement, in a commercially reasonable manner. (c) If (i) an Event of Default occurs and is continuing, (ii) the Manager shall be the subject of a Bankruptcy Action or become insolvent, (iii) fifty percent (50%) or more of the direct or indirect ownership interest in Manager has changed or Control of Manager has changed, in each event from what it was on the Closing Date, (iv) a default occurs under the Management Agreement that remains uncured for a period of ninety (90) days, (v) if the Manager becomes the subject of a Bankruptcy Action, or (vi) the commission of fraud, gross negligence, willful misconduct or misappropriation of funds by Manager, Borrower shall, at the request of Lender, terminate the Management Agreement in accordance with its terms and the Assignment of Management Agreement and Franchisor under replace Manager with a Qualified Manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the Franchise management fee for such replacement Manager shall not exceed then prevailing market rates (and in any event such Manager shall not receive more than four and one-half percent (4.5%) of Gross Income from Operations per annum with respect to the Property subject to such Replacement Management Agreement). (d) All Material Agreements shall be subject to the prior review and approval, not to be unreasonably withheld, of Lender.

Operation of Property. (a) Borrower shall, and shall cause Master Tenant to, cause the Property to be operated operated, in all material respects, in accordance with the Operating Lease and the Management Agreement (or Replacement Management Agreement) and the Franchise Agreement (or Replacement Franchise Agreement) , as applicable. In the event that If the Management Agreement or Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement or Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall promptly cause Master Tenant to enter into a Replacement Management Agreement with Manager or another Qualified Manager, or a Replacement Franchise Agreement with Franchisor or another Qualified Franchisor, as applicable. (b) Borrower shall, and shall cause Master Operating Tenant to: (i) promptly perform and/or observe, observe in all material respects, respects all of the covenants and agreements required to be performed and observed by it Borrower and/or Operating Tenant under the Management Agreement and the Franchise Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the Management Agreement or the Franchise Agreement of which it is aware; (iii) upon request by Lender, promptly deliver to Lender a copy of each of the following received by Borrower or Master Tenant, as applicable, under the Management Agreement: (A) completed financial statement, business plan, capital expenditures plan or plan, material notice, material report required to be delivered to Borrower and estimate received by Manager pursuant to it under the Management Agreement, (B) notice of default, or (C) estimate delivered to Borrower for its approval with respect to the contemplated expenditure of an amount in excess of $25,000; and (iv) enforce, in a commercially reasonable manner, enforce the performance and observance, observance of all of the covenants and agreements required to be performed and/or observed by Manager under the Management Agreement Agreement, in a commercially reasonable manner. (c) Borrower shall, and Franchisor shall cause Operating Tenant to: (i) promptly perform and/or observe in all material respects all of the covenants and agreements required to be performed and observed by Borrower and/or Operating Tenant under the Franchise AgreementOperating Lease and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the Operating Lease of which it is aware; (iii) promptly deliver to Lender a copy of each notice received by it under the Operating Lease; and (iv) enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by Borrower and Operating Tenant under the Operating Lease, in a commercially reasonable manner.

Operation of Property. (a) Borrower shall11.%2.%3.%4. Borrower, Mortgage Borrower, Operating Company and Manager shall cause Master Tenant to, cause the Property to be operated operated, in all material respects, in accordance with the applicable Operating Lease (or Replacement Operating Lease) and the Management Agreement (or Replacement Management Agreement) ). In the event that the Operating Lease expires or is terminated (without limiting any obligation of Borrower to cause Mortgage Borrower to obtain Lender’s consent to any termination or modification of the Operating Lease in accordance with the terms and the Franchise Agreement (provisions of this Agreement), Borrower shall cause Mortgage Borrower to promptly enter into a Replacement Operating Lease with Operating Company or Replacement Franchise Agreement) another Qualified Operator, as applicable. In the event that the any Management Agreement or Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower and Operating Company to, promptly enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. In the event that the Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower and Operating Company to, promptly cause Master Tenant to enter into a Replacement Management Agreement with Manager or another Qualified Manager, or a Replacement Franchise Agreement with Franchisor or another Qualified Franchisor, as applicable. (b) , or operate the Property without a Franchise Agreement provided that the Property is operated in the same manner the Property was operated as of the Closing Date. Notwithstanding anything contained in this Agreement to the contrary, at the expiration of the term of the Operating Lease, Borrower shallmay cause Mortgage Borrower to enter, and shall cause Master Tenant to: Operating Company may enter into an extension of such Operating Lease for a five (i5) promptly perform and/or observeyear renewal term on the same terms and conditions as the expired Operating Lease, except that the Operating Rent may be modified solely to the extent necessary to enable AHT to maintain compliance with (and continue to comply with) the rules and regulations applicable to it as a REIT (as such term is defined in all material respects, all the Operating Lease as of the covenants Closing Date), which Mortgage Borrower and agreements required Operating Company intend to be performed and observed satisfy by it under the Management Agreement and the Franchise Agreement and do all things necessary reference to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the Management Agreement or the Franchise Agreement of which it is aware; (iii) upon request a transfer pricing report prepared by Lender, promptly deliver to Lender a copy of each of the following received by Borrower or Master Tenant, as applicable, under the Management Agreement: (A) completed financial statement, business plan, capital expenditures plan or report required to be delivered to Borrower by Manager pursuant to the Management Agreement, (B) notice of default, or (C) estimate delivered to Borrower for its approval with respect to the contemplated expenditure of an amount in excess of $25,000; and (iv) enforce, in a commercially reasonable manner, the performance and observance, of all of the covenants and agreements required to be performed and/or observed by Manager under the Management Agreement and Franchisor under the Franchise Agreement“Big 4” accounting firm.

Operation of Property. (a) Borrower shall, and shall cause Master Tenant to, cause each of the Property Properties to be operated operated, in all material respects, in accordance with the Management Agreement Operating Leases and in accordance with all applicable Legal Requirements, including Gaming Laws, and all Gaming Licenses and other Operating Permits and in a manner consistent with their respective use as of the Closing Date. Borrower shall cause Operating Company to post all required bonds, if any, with any Gaming Authority as and in the amounts required under all applicable Legal Requirements (and shall, if Lender makes a request therefor, promptly provide Lender with copies of all such bonds). (b) Borrower shall not, without Lender’s prior written consent, permit Operating Company to assign or transfer, and Operating Company shall not, without Lender’s prior written consent, assign or transfer, or delegate any responsibilities with respect to, any material Gaming License or Operating Permit. (c) Borrower shall cause Operating Company to make all filings required under the Gaming Laws, or in connection with any Gaming Licenses or Operating Permits, including in connection with the origination of the Loan and the Mezzanine Loan, and shall deliver copies of such filings as Lender shall reasonably request to Lender, promptly upon request. Borrower will timely pay all fees, investigative fees and costs required by the Gaming Authorities with respect to any such approvals and licenses. Borrower will diligently and comprehensively respond to any inquiries and requests from the Gaming Authorities and promptly file or cause to be filed any additional information required in connection with any required filings as soon as practicable after receipt of requests therefor. (d) Upon request of Lender, Borrower shall deliver to Lender (or Replacement Management Agreementcause Operating Company to deliver to Lender) such evidence of compliance (by Borrower, Operating Company and each Individual Property) with all Legal Requirements, including Gaming Laws as shall be reasonably requested by Lender. Borrower shall immediately deliver to Lender (and shall cause Operating Company to deliver to Lender) any notice of material non-compliance or material violation of any Legal Requirement, or of any material inquiry or investigation commenced by the Franchise Agreement Gaming Authorities in connection with any of the Properties. Borrower shall immediately notify Lender if it or Operating Company believe that any material license, including any Gaming License, is being or could be revoked or suspended, or that any action is pending, being considered or being, or could be, taken to revoke or suspend Borrower’s or Operating Company’s material licenses, including the Gaming Licenses, or to fine, penalize or impose remedies upon Borrower or Operating Company, or that any action is pending, being considered, or being, or could be, taken to discontinue, suspend, deny, decrease or recoup any payments due, made or coming due to Borrower or Operating Company, in each case if same might reasonably be expected to have an Individual Material Adverse Effect. Borrower shall immediately deliver to Lender any notice received by Borrower or Operating Company alleging or relating to the material non-compliance by Borrower or Operating Company with any Legal Requirements, including Gaming Laws. (or Replacement Franchise Agreemente) as applicable. In the event that any of the Management Agreement Operating Leases expire or Franchise Agreement expires or is are terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any of the Management Agreement or Franchise Agreement Operating Leases in accordance with the terms and provisions of this Agreement), Borrower shall promptly cause Master Tenant to enter into a Replacement Management Agreement replacement Operating Lease (in form and substance satisfactory to Lender) with Manager Operating Company or another Qualified Manageroperating company reasonably satisfactory to Lender, or provided Borrower will obtain a Replacement Franchise Agreement with Franchisor or another Qualified Franchisor, Rating Agency Confirmation as applicable.a condition to the effectiveness of such replacement Operating Lease and that Borrower will cause Guarantor (Operating Lease) to execute and deliver an operating lease guaranty in the same form and substance as the Operating Lease Guaranty, (bf) Borrower shall, and shall cause Master Tenant to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreement and the Franchise Agreement Operating Lease and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the Management Agreement any Operating Lease or the Franchise Agreement Operating Lease Guaranty of which it is aware; (iii) upon request by Lender, promptly deliver to Lender a copy of each of the following received by Borrower or Master Tenant, as applicable, under the Management Agreement: (A) completed financial statement, business plan, capital expenditures plan or plan, notice, report required to be delivered to Borrower and estimate received by Manager pursuant to the Management Agreement, (B) notice of default, or (C) estimate delivered to Borrower for its approval with respect to the contemplated expenditure of an amount in excess of $25,000it under each Operating Lease; and (iv) enforce, in a commercially reasonable manner, enforce the performance and observance, observance of all of the material covenants and agreements required to be performed and/or observed by Manager each Operating Company under each Operating Lease and by each Guarantor (Operating Lease) under each Operating Lease Guaranty, in a commercially reasonable manner. (g) Borrower shall cause the Hotel Components to be at all times open for business as a hotel and the Casino Components to be open for business as a casino, except to the extent necessary to undertake any alterations or repairs (subject to the provisions of this Agreement with respect to the performance of any such alterations or repairs). Borrower shall cause each Individual Property 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 Operating Leases and all applicable Legal Requirements in all material respects. (h) If Borrower shall be in material default under any Operating Lease, then, subject to the terms of such Operating Lease, Borrower shall (subject to any applicable Legal Requirements) grant Lender the right (but not the obligation), to cause the default or defaults under such Operating Lease to be remedied and otherwise exercise any and all rights of Borrower under such Operating Lease, as may be necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, and Lender shall have the right to enter all or any portion of the affected Individual Property at such times and in such manner as Lender deems necessary, to prevent or to cure any such default. The actions or payments of Lender to cure any default by Borrower under any Operating Lease shall not remove or waive, as between Borrower and Lender, any default that may occur or occurred under this Agreement by virtue of such default by Borrower under such Operating Lease. All out-of-pocket sums reasonably expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the rate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the Mortgage. (i) Borrower shall notify Lender promptly in writing of (i) the occurrence, to Borrower’s knowledge, of any material default by any party to any Operating Lease or any Operating Lease Guaranty, (ii) the occurrence, to Borrower’s knowledge, of any event that, with the passage of time or service of notice, or both, would constitute a material default by any party under any Operating Lease or any Operating Lease Guaranty, and (iii) the receipt by Borrower or its Affiliate of any notice (written or otherwise) from any party under any Operating Lease or any Operating Lease Guaranty noting or claiming the occurrence of any material default by Borrower under such Operating Lease or such Operating Lease Guaranty. (j) Borrower shall (subject to any applicable Legal Requirements) promptly execute, acknowledge and deliver to Lender such instruments as may reasonably be required to permit Lender to cure any material default under any Operating Lease or permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the value of the security interest of Lender under the Loan Documents with respect to each of the Properties. Upon the occurrence and during the continuance of an Event of Default, Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Borrower under or with respect to any Operating Lease, including, without limitation, the right to effectuate any extension or renewal of any Operating Lease, or to preserve any rights of Borrower whatsoever in respect of any part of any Operating Lease (and the above powers granted to Lender are coupled with an interest and shall be irrevocable). (k) With respect to any Operating Lease or any Operating Lease Guaranty, Borrower shall, from time to time, upon ten (10) Business Days’ prior written request from Lender, execute, acknowledge and deliver to Lender, a statement containing the following: (A) a statement that such Operating Lease or such Operating Lease Guaranty is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease or the Operating Lease Guaranty is in full force and effect as modified and setting forth such modifications, (B) a statement that Borrower is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Borrower’s knowledge, either the other party thereto is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to the Operating Lease r the Operating Lease Guaranty as Lender shall reasonably request. (l) With respect to any Operating Lease, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from each Operating Company containing the following: (A) a statement that such Operating Lease is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease is in full force and effect as modified and setting forth such modifications, (B) a statement that the Operating Company is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Operating Company’s knowledge, the Borrower is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to Operating Company, any Operating Lease and/or any Operating Lease Guaranty as Lender shall reasonably request. (m) With respect to any Operating Lease Guaranty, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from Guarantor (Operating Lease) containing the following: (A) a statement that such Operating Lease Guaranty is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease Guaranty is in full force and effect as modified and setting forth such modifications; (B) a statement that Guarantor (Operating Lease) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (C) such other information with respect to Guarantor (Operating Lease) and/or Operating Lease Guaranty as Lender shall reasonably request. (n) Each Operating Lease and any and all rights and interests (whether xxxxxx or inchoate and including, without limitation, all mechanic’s and materialmen’s liens under applicable law) owed, claimed or held, by any Operating Company thereunder or otherwise are and shall be in all respects subordinate and inferior to the liens and security interests created, or to be created, for the benefit of Lender, and securing the repayment of the Note and the performance of the obligations under the Loan Agreement and the other Loan Documents. (o) Upon the occurrence of an Event of Default under the Loan Documents, Operating Company shall, at the request of Lender, continue to perform all of Operating Company’s obligations under the terms of the Operating Leases. Further, upon and after foreclosure, deed in lieu of foreclosure or other similar transfer of any of the Properties to Lender, its designee or nominee, Operating Company shall not exercise any right to terminate the Operating Lease other than due to any default or breach by Lender, its designee or nominee first occurring thereafter pursuant to the terms of the Operating Lease and, at the request of Lender, shall continue to operate and manage any one or more of the Properties and maintain all applicable Gaming Approvals with respect thereto, either in accordance with the terms of the Operating Lease or pursuant to a replacement operating lease (or, to the extent permitted by applicable Legal Requirements, a management agreement) in form and substance reasonably acceptable to Lender provided that (i) to the extent such continued operation is conducted pursuant to the Operating Lease, Operating Company shall be obligated to pay the rental rate specified therein, (ii) to the extent such continued operation is conducted pursuant to a management agreement in accordance with applicable Legal Requirements, Lender, its designee or nominee shall pay to Operating Company a then market rate management fee which is reasonable and customary for similar properties in similar locations as the Individual Property in question, and (iii) all other terms and arrangements shall be usual and customary for similar properties in similar locations as such Individual Property and, to the extent required under applicable Gaming Laws, subject to the prior review and/or approval of the Gaming Authorities. In addition, upon the occurrence of an Event of Default under the Loan Documents, and promptly upon receipt of a written request therefor, each Operating Company shall deliver to Lender copies of all customer lists in each such Operating Company’s possession (relating to each of the casinos and the hotels at each of the Properties, as applicable). (p) Notwithstanding the foregoing or any provision hereof or of any of the Loan Documents to the contrary, at any time after foreclosure, deed in lieu of foreclosure or other similar transfer of any Individual Property to Lender, its designee or nominee, at the option of Lender exercised by written notice to Operating Company, Lender, its designee or nominee shall have the right to terminate the Operating Lease and/or, if applicable, any Management Agreement and Franchisor under with Operating Company without penalty or termination fee (except that Operating Company shall be entitled to receive any unpaid amounts that relate to the Franchise Agreementperiod prior to such termination) and, in connection with the foregoing, Operating Company shall transfer its responsibility for the management of the applicable Individual Property to a replacement operator selected by Lender.

Operation of Property. (a) Borrower shall, and shall cause Master Tenant toMortgage Borrower to operate the Property, cause the Property to be operated in all material respects, in accordance with the Management Agreement (or Replacement Management Agreement) , as applicable; provided, however, that Borrower shall not be deemed to be in default hereunder if Manager, and not Mortgage Borrower, is in default under the Franchise Agreement (terms of the Management or Replacement Franchise Agreement) as applicableManagement Agreement and Borrower is otherwise complying with the provisions of this Section 5.1.22. In the event that the Management Agreement or Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement or Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall promptly promptly, after obtaining Lender’s consent, cause Master Tenant Mortgage Borrower to enter into a Replacement Management Agreement with Manager or another Qualified Manager, or as applicable. Any breach of the covenants contained in this Section 5.1.22 with respect to the Management Agreement shall not result in an Event of Default as long as Borrower is actively seeking Lender’s consent to cause Mortgage Borrower to enter into a Replacement Franchise Management Agreement with Franchisor Manager or another Qualified FranchisorManager or, as applicablein the case of a termination, the Manager is replaced within thirty (30) days by a Qualified Manager pursuant to Section 9.5. (b) Borrower shall, and shall cause Master Tenant to: (i) promptly cause Mortgage Borrower to use commercially reasonable efforts to perform and/or observe, observe in all material respects, respects all of the covenants and agreements required to be performed and observed by it under the Management Agreement and the Franchise Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the Management Agreement or the Franchise Agreement of which it is aware; (iii) upon request by Lender, cause Mortgage Borrower to promptly deliver to Lender a copy of each of the following received by Borrower or Master Tenant, as applicable, under the Management Agreement: (A) completed financial statement, business plan, capital expenditures plan or plan, notice, report required to be delivered to Borrower and estimate received by Manager pursuant to it under the Management Agreement, (B) notice of default, or (C) estimate delivered to Borrower for its approval with respect to the contemplated expenditure of an amount in excess of $25,000; and (iv) enforce, in a cause Mortgage Borrower to use commercially reasonable manner, efforts to enforce the performance and observance, observance of all of the covenants and agreements required to be performed and/or observed by Manager under the Management Agreement and Franchisor under the Franchise Agreement, in a commercially reasonable manner.

Operation of Property. (a) Borrower shall, and shall cause Master Tenant toMortgage Borrower and Equity Owner shall cause Operating Lessee to operate the Properties, cause the Property to be operated in all material respects, in accordance with the Management Agreement (or Replacement Management Agreement) and the Franchise Agreement (or Replacement Franchise Agreement) as applicable. In the event that the Management Agreement or Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement or Franchise Agreement in accordance with the terms and provisions of this Agreement)terminated, Borrower shall cause Mortgage Borrower and Equity Owner shall cause Operating Lessee to promptly cause Master Tenant to enter into a Replacement Management Agreement with Manager or another Qualified Manager, or a Replacement Franchise Agreement with Franchisor or another Qualified Franchisor, as applicable. (b) Borrower shall, and shall cause Master Tenant Mortgage Borrower and Equity Owner shall cause Operating Lessee to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it Mortgage Borrower and Operating Lessee under the Management Agreement and the Franchise Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the Management Agreement or the Franchise Agreement of which it is aware; (iii) upon request by Lender, promptly deliver to Lender a copy of each of the following received by Borrower or Master Tenant, as applicable, under the Management Agreement: (A) completed financial statement, business plan, capital expenditures plan or plan, notice, report required to be delivered to Borrower and estimate received by Manager pursuant to it under the Management Agreement, (B) notice of default, or (C) estimate delivered to Borrower for its approval with respect to the contemplated expenditure of an amount in excess of $25,000; and (iv) enforce, in a commercially reasonable manner, enforce the performance and observance, observance in all material respects of all of the covenants and agreements required to be performed and/or observed by Manager under the Management Agreement, in a commercially reasonable manner. (c) With respect to the Properties self-managed by Borrower, Mortgage Borrower or its Affiliates as of the Closing Date, the applicable Borrower or Mortgage Borrower shall not engage any property manager with respect to any such Property or enter into any property management agreement with respect to any such Property without Lender’s prior written consent, which consent may not be unreasonably withheld or delayed but may be conditioned upon, among other things, the execution and delivery of a Replacement Management Agreement and Franchisor under amendments to the Franchise AgreementLoan Documents reasonably requested by Lender to evidence the same. Notwithstanding the foregoing, Borrower or Mortgage Borrower may engage a Qualified Manager with respect to such Properties without the prior written consent of Lender, provided that Borrower or Mortgage Borrower shall provide to Lender reasonable prior written notice of the identity of such Qualified Manager and, with respect to clause (b) of the defined term “Qualified Manager,” evidence reasonably required by Lender that such property manager is a Qualified Manager.