Common use of Operation of the Hotels Clause in Contracts

Operation of the Hotels. Subject to the terms of this Agreement, the Company Parties, during the Pre-Closing Period, shall cause the current direct Owners of the Hotels to carry on the business and operations of the Hotels in substantially the same manner as heretofore carried on by them. The Company Parties shall pay and perform or shall cause the Owner of the Hotels to pay and perform all of their material obligations and otherwise comply with all of the material terms and conditions of the covenants and other agreements of record reflected in the Contracts, the Franchise Agreements, the Management Agreement Documents, the Existing Indebtedness (and all documents evidencing, securing or relating to the Existing Indebtedness (including, but not limited to, causing any guarantors and indemnitors to perform their obligations thereunder)). During the Pre-Closing Period, the Company Parties shall maintain (or replace with policies of like amounts) all existing insurance policies insuring the Properties and the operation of the Hotels. The Company Parties shall not remove any of the personal property from the Properties, unless the Company Parties replace the same with like items that are of equal or better quality and condition. The Company Parties shall maintain the inventory and food consistent with the Company Parties’ and Acquired Companies’ past practices, and will replenish the same consistent with their past practices. The Company Parties may, extend, amend, modify or terminate any of the Contracts as the Company Parties deem appropriate to operate, service and maintain the Properties consistent with normal business practices, and may enter into new Contracts; provided, however, that so long as Parent is not in default of any of its obligations under this Agreement, (a) during the Pre-Closing Period, the Company Parties shall provide to Parent copies of new Contracts, which any of the Company Parties or Acquired Companies has entered into, or intends to enter into, (b) from and after the expiration of the Due Diligence Period, the Company Parties shall not, without the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), enter into (i) any leases of furniture, fixtures or equipment for the Hotel, or (ii) any Contract other than consistent with past practices, (c) other than in the ordinary course of business at the Properties, no part of the Properties, or any interest therein, will be sold or otherwise transferred or encumbered without Parent’s prior written consent, which approval shall not be unreasonably withheld or delayed; (d) without the prior written approval of Parent (which approval shall not be unreasonably withheld or delayed), the Company Parties and the Acquired Companies shall not: (i) make any material alterations to the Properties other than alteration in accordance with the terms of a PIP, or, (ii) remove or otherwise dispose of any material portion of any of their personal property, except in the ordinary course of business and (e) the Company Parties shall pay all of their debts, liabilities and obligations as and when the same become due. Prior to the earlier of the termination of this Agreement or the Closing Date, without Parent’s approval (which may be withheld in its sole and absolute discretion), the Company Parties (A) except as contemplated herein, shall not amend the Existing Indebtednesses or any documents evidencing, securing or otherwise relating to the Existing Indebtednesses, and (B) shall not prepay any part of the Existing Indebtednesses. In all instances where the consent or approval of the Parent may be required, such consent or approval shall be deemed to have been given if Parent fails to respond to any request by any Company Party within five (5) days following such request.