Common use of Interim Operation of the Property Clause in Contracts

Interim Operation of the Property. Between the Effective Date and the Closing Date, each Seller and Subsidiary shall carry on the business and operations of the Property in the Ordinary Course of Business. In accomplishing the foregoing, Seller agrees by way of example, but not limitation, and subject to the rights and responsibilities of Manager under the Management Agreement and the terms and conditions of the Management Agreement, that (a) from and after the Effective Date, such applicable Seller and each Subsidiary shall not (i) sell, convey, transfer, assign or otherwise dispose of (and shall use commercially reasonable efforts to prohibit Manager from selling, conveying, transferring or otherwise disposing of) any portion of the Property other than goods for retail sale to the general public in the Ordinary Course of Business, which goods shall be replaced, when required, in the Ordinary Course of Business, (ii) enter into or authorize Manager to enter into any New Leases or New Contracts or terminate, materially amend or modify, extend or renew (and still use commercially reasonable efforts to prohibit Manager from doing any of the foregoing with respect to) any Existing Leases, Existing Contracts or any other material agreement affecting the Property unless Seller or Subsidiary, as applicable, has obtained the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed, provided Buyer’s consent will be deemed granted in the event Buyer does not provide its approval or disapproval, as applicable, within three (3) Business Days of Sellers’ written request therefor), which request shall be accompanied by a copy of the existing and/or proposed agreements), or (iii) incur any obligation or liability not contemplated in the then applicable operating budget, or that is material to the financial condition or results of operations of the Property, unless the Seller or Subsidiary has obtained the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed); (b) each applicable Seller and Subsidiary shall keep Buyer (or its representative) reasonably informed as to the operations of the Property during the period beginning on the Effective Date and ending on the Closing Date; and (c) Seller shall cause the applicable Subsidiary to (i) maintain inventories at levels consistent with the Ordinary Course of Business; (ii) not perform, nor permit the performance of, any substantial alterations, renovations, or improvements to the Real Property outside the scope of Hotel’s existing replacement and maintenance program without Buyer’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned; (iii) to honor and take all room reservations and banquet facility reservations in the Ordinary Course of Business; and (iv) pay prior to delinquency all Taxes due and payable with respect to the Property, and the Interests.

Interim Operation of the Property. Between Seller agrees that during the Effective Date period between the date hereof and the Closing Date, each Closing: (i) Seller and Subsidiary shall carry on the business and operations of will manage or cause to be managed the Property in the Ordinary Course of Business. In accomplishing the foregoing, Seller agrees by way of example, but not limitation, accordance with all applicable Legal Requirements and subject under policies substantially similar to those existing prior to the rights date hereof and responsibilities of Manager under the Management Agreement shall continue to offer services and the terms and conditions of the Management Agreementamenities in accordance with past practices; provided, however, that (a) from and after prior to the Effective Date, such applicable Closing Date Seller and each Subsidiary shall not (i) sell, convey, transfer, assign or otherwise dispose of (and shall use commercially reasonable efforts to prohibit Manager from selling, conveying, transferring or otherwise disposing of) any portion of the Property other than goods for retail sale to the general public in the Ordinary Course of Business, which goods shall be replaced, when required, in the Ordinary Course of Business, (ii) enter into or authorize Manager to enter into any New Leases or New Contracts or terminate, materially amend or modify, extend or renew (and still use commercially reasonable efforts to prohibit Manager from doing take any of the foregoing with respect to) any Existing Leases, Existing Contracts or any other material agreement affecting the Property unless Seller or Subsidiary, as applicable, has obtained following actions without the prior written consent of Buyer (Purchaser, which consent Purchaser shall not unreasonably withhold, delay or condition: (I) enter into any new Lease with respect to all or any portion of the Improvements; (II) consent to or disapprove any agreements with any subtenant or assignee proposed by any Tenant; (III) modify, amend or supplement any Lease or agree to the renewal, modification, surrender or early termination of any Lease; (IV) accept any advance payment of any rent under any Lease greater than one month in advance; or (V) waive, reduce or forgive any rent required to be unreasonably withheld paid under any Lease or delayedany other material term of any Lease; (ii) The Improvements, provided Buyer’s consent Personalty and other items comprising the Property will be deemed granted maintained in as good condition and state of repair as that existing on the event Buyer does not provide its approval or disapprovaldate hereof, as applicablesubject, within three (3) Business Days however, to normal wear and tear and the provisions of Sellers’ written request therefor), which request shall be accompanied by a copy of the existing and/or proposed agreements), or Section 12 hereof; (iii) incur any obligation Seller will maintain the Insurance Policies from the date hereof through the Closing Date or liability not contemplated in the then applicable operating budget, or that is material earlier termination of this Agreement; (iv) Subject to the financial condition or results prorations described in Section 2(b) hereof, Seller will cause to be paid all trade accounts and costs and expenses of operations operation and maintenance of the PropertyProperty incurred or attributable to a period prior to the Closing; (v) Prior to the Closing Date, unless the Seller or Subsidiary has obtained without the prior written consent of Buyer (Purchaser, which consent shall not be unreasonably withheld or delayed); (b) each applicable Seller and Subsidiary shall keep Buyer (or its representative) reasonably informed as to the operations of the Property during the period beginning on the Effective Date and ending on the Closing Date; and (c) Seller shall cause the applicable Subsidiary to (i) maintain inventories at levels consistent with the Ordinary Course of Business; (ii) not perform, nor permit the performance of, any substantial alterations, renovations, or improvements to the Real Property outside the scope of Hotel’s existing replacement and maintenance program without Buyer’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned; (iii) to honor and take all room reservations and banquet facility reservations in the Ordinary Course of Business; and (iv) pay prior to delinquency all Taxes due and payable , Seller will not enter into any new agreement with respect to the Propertyoperation or maintenance of any portion of the Property or assume any contract, agreement, obligation or commitment related to the Property at or prior to Closing, and will not amend, terminate or waive any right under any existing Property Agreement; (vi) Seller will not further encumber or permit encumbrance of the InterestsProperty in any manner; (vii) Seller will not cause or permit any material adverse change in the financial position, assets, or earnings of the Company and/or the Property; and (ix) Seller shall not enter into (or permit the Company or any of Seller's affiliates to enter into any agreement or arrangement, including, without limitation, any term sheet, letter of intent, contract or like agreement) for or relating to the purchase of the Property or any part thereof or the Interests or the lease of all or substantially all of the Property from any person other than Purchaser; it being understood and agreed that if Seller breaches the covenant set forth in this Section 11(a)(ix), then, in such event, in addition to any other right or remedy of Purchaser, Seller shall reimburse Purchaser, up to $250,000, for all of Purchaser's out-of-pocket costs and expenses in connection with the transactions contemplated by this Agreement.

Interim Operation of the Property. Between (a) Except as otherwise contemplated or permitted by this Agreement or approved by Buyer in writing, from the Effective Date and to the Closing Date, each Seller and Subsidiary shall agrees that it will carry on the business and operations of Seller with respect to the Property in the Ordinary Course manner in which it has heretofore conducted such business. (b) In the event Seller enters into any new Contract or Lease, or amends any existing Contract or Lease, prior to the expiration of Business. In accomplishing the foregoingDue Diligence Period, Seller agrees by way of example, but not limitation, and subject to the rights and responsibilities of Manager under the Management Agreement and the terms and conditions shall provide Buyer a copy of the Management Agreement, that (a) from and after the Effective Date, such applicable Seller and each Subsidiary shall not (i) sell, convey, transfer, assign or otherwise dispose of (and shall use commercially reasonable efforts to prohibit Manager from selling, conveying, transferring or otherwise disposing of) any portion of the Property other than goods for retail sale to the general public in the Ordinary Course of Business, which goods shall be replaced, when required, in the Ordinary Course of Business, (ii) enter into or authorize Manager to enter into any New Leases or New Contracts or terminate, materially amend or modify, extend or renew (and still use commercially reasonable efforts to prohibit Manager from doing any of the foregoing with respect to) any Existing Leases, Existing Contracts or any other material agreement affecting the Property unless Seller or Subsidiary, as applicable, has obtained the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed, provided Buyer’s consent will be deemed granted in the event Buyer does not provide its approval or disapproval, as applicable, same within three (3) Business Days after entering into any such new or amended Contract or Lease, and Buyer shall have until the expiration of Sellers’ written request therefor)the Due Diligence Period to review any such new or amended Contract or Lease, which request PROVIDED in no event shall Buyer have less than five (5) days prior to the expiration of the Due Diligence Period to complete such review (and the Due Diligence Period shall be accompanied by a copy extended as necessary). (c) Following the expiration of the existing and/or proposed agreements)Due Diligence Period, Seller shall first obtain Buyer's reasonable approval prior to entering into any new Contract or Lease, or (iii) incur amending any obligation existing Contract or liability not contemplated in the then applicable operating budgetLease. Any such approval, or that is material to the financial condition or results of operations of the Property, unless the Seller or Subsidiary has obtained the prior written consent of by Buyer (which consent shall not be unreasonably withheld or delayed); delayed and shall be deemed granted if Buyer does not respond in writing to Seller's request for approval within three (b3) each applicable Seller and Subsidiary shall keep Buyer (or Business Days from its representative) reasonably informed as to the operations of the Property during the period beginning on the Effective Date and ending on the Closing Date; and (c) Seller shall cause the applicable Subsidiary to (i) maintain inventories at levels consistent with the Ordinary Course of Business; (ii) not perform, nor permit the performance of, any substantial alterations, renovations, or improvements to the Real Property outside the scope of Hotel’s existing replacement and maintenance program without Buyer’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned; (iii) to honor and take all room reservations and banquet facility reservations in the Ordinary Course of Business; and (iv) pay prior to delinquency all Taxes due and payable with respect to the Property, and the Interestsreceipt thereof.

Interim Operation of the Property. Between (a) Following the Effective Date, Seller shall cause the interior and exterior windows of the Improvements to be washed. (b) From and after the Effective Date and until the Closing Date, each Seller and Subsidiary shall carry on the business and operations of cause the Property to be maintained (including any landscaping) in the Ordinary Course a manner consistent with Seller’s past practices. (c) Notwithstanding any provisions of Business. In accomplishing the foregoing, Seller agrees by way of example, but not limitation, and subject this Agreement to the rights and responsibilities of Manager under the Management Agreement and the terms and conditions of the Management Agreementcontrary, that (a) from and after the Effective Date, Buyer shall have access to the Property for the purpose of planning and designing Buyer’s desired improvements to the Property and Buyer may pursue any permits or approvals necessary for such applicable Seller improvements. In this regard, Buyer may file or cause to be filed any application or make any request with any governmental or quasi-governmental agency which would or could lead to a hearing before any governmental or quasi-governmental agency or which would or could lead to a change in zoning, parcelization, licenses, permits or other entitlements (collectively, “Entitlements and each Subsidiary shall not Permits”) so long as (i) sell, convey, transfer, assign no such Entitlements and Permits will be binding on Seller or otherwise dispose of (and shall use commercially reasonable efforts to prohibit Manager from selling, conveying, transferring or otherwise disposing of) any portion of the Property other than goods for retail sale to unless the general public in the Ordinary Course of BusinessClosing actually occurs, which goods shall be replaced, when required, in the Ordinary Course of Business, and (ii) enter into no staging or authorize Manager construction shall be commenced on the Property prior to enter into any New Leases the Closing. So long as no liability attaches to Seller by cooperating with Buyer in Buyer’s effort to obtain the Entitlements and Permits, Seller covenants and agrees to reasonably cooperate with Buyer, at Buyer’s cost and expense, including executing documents necessary to apply for the same which are required to be executed by an owner of property. (d) Buyer shall indemnify, defend and hold harmless Seller and the Seller-Related Parties from and against all claims, losses, costs, damages, demands, expenses and liabilities (including reasonable attorneys’ fees, court costs and other reasonable costs of defense) which may be asserted or New Contracts or terminate, materially amend or modify, extend or renew (and still use commercially reasonable efforts to prohibit Manager from doing recovered against any of the foregoing parties arising by reason of the entries on the Property by Buyer or its agents, representatives or other parties designated by Buyer in connection with respect tothe Entitlements and Permits. Without limiting the generality of the foregoing indemnity, Buyer shall remove any mechanic’s or other lien which may be recorded against the Property by any party providing labor, materials or services at the request of Buyer. The obligations of Buyer under this Section 5(c) any Existing Leases, Existing Contracts shall survive the Closing or any other material agreement affecting the Property unless Seller expiration or Subsidiarytermination of this Agreement, as applicable, has obtained the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed, provided Buyer’s consent will be deemed granted in the event Buyer does not provide its approval or disapproval, as applicable, within three (3) Business Days of Sellers’ written request therefor), which request shall be accompanied by a copy of the existing and/or proposed agreements), or (iii) incur any obligation or liability not contemplated in the then applicable operating budget, or that is material to the financial condition or results of operations of the Property, unless the Seller or Subsidiary has obtained the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed); (b) each applicable Seller and Subsidiary shall keep Buyer (or its representative) reasonably informed as to the operations of the Property during the period beginning on the Effective Date and ending on the Closing Date; and (c) Seller shall cause the applicable Subsidiary to (i) maintain inventories at levels consistent with the Ordinary Course of Business; (ii) not perform, nor permit the performance of, any substantial alterations, renovations, or improvements to the Real Property outside the scope of Hotel’s existing replacement and maintenance program without Buyer’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned; (iii) to honor and take all room reservations and banquet facility reservations in the Ordinary Course of Business; and (iv) pay prior to delinquency all Taxes due and payable with respect to the Property, and the Interestshowever caused.

Interim Operation of the Property. Between 7.1 Except as otherwise contemplated or permitted by this Agreement or approved by Buyer in writing, from the Effective Agreement Date and to the Closing Date, each Seller agrees that it will operate, maintain, repair and Subsidiary shall carry on the business and operations of lease the Property in the Ordinary Course ordinary course and consistent with such Seller's past practices and will not dispose of Businessor encumber its Property, except for dispositions of personal property in the ordinary course of business or as otherwise permitted hereunder. In accomplishing Without limiting the foregoing, Seller agrees by way shall, in the ordinary course, enforce the terms of example, but not limitation, the Leases in all material respects and subject perform in all material respects all of landlord's obligations under the Leases (other than Leases that are or that are in process of being terminated due to the rights and responsibilities tenant's default thereunder). In no event shall Seller extend the term of Manager under the Management Agreement and the terms and conditions of the Management Agreement, that (a) from any Lease. 7.2 From and after the Effective Agreement Date, such applicable in no event shall Seller and each Subsidiary shall not (i) sellenter any new lease or other use agreement for the Property, conveynor modify or amend any existing Lease, transfer, assign or otherwise dispose of (and shall use commercially reasonable efforts to prohibit Manager from selling, conveying, transferring or otherwise disposing of) any portion of the Property other than goods for retail sale to the general public in the Ordinary Course of Business, which goods shall be replaced, when required, in the Ordinary Course of Business, (ii) enter into or authorize Manager to enter into any New Leases or New Contracts or terminate, materially amend or modify, extend or renew (and still use commercially reasonable efforts to prohibit Manager from doing any of the foregoing with respect to) any Existing Leases, Existing Contracts or any other material agreement affecting the Property unless Seller or Subsidiary, as applicable, has obtained without the prior written consent of Buyer (Buyer, which consent may be withheld in Buyer's sole and absolute discretion. 7.3 Seller shall not be unreasonably withheld enter into any agreement after the Agreement Date to create a lien or delayed, provided Buyer’s consent will be deemed granted in the event Buyer does not provide its approval or disapproval, as applicable, within three (3) Business Days of Sellers’ written request therefor), which request shall be accompanied by a copy of the existing and/or proposed agreements), or (iii) incur any obligation or liability not contemplated in the then applicable operating budget, or that is material to the financial condition or results of operations of the Property, unless the Seller or Subsidiary has obtained the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed); (b) each applicable Seller and Subsidiary shall keep Buyer (or its representative) reasonably informed as to the operations of encumbrance on the Property during the period beginning on the Effective Date and ending on which will survive the Closing Date; and (c) Seller shall cause the applicable Subsidiary to (i) maintain inventories at levels consistent with the Ordinary Course of Business; (ii) not perform, nor permit the performance of, any substantial alterations, renovations, or improvements to the Real Property outside the scope of Hotel’s existing replacement and maintenance program without Buyer’s 's prior written consent, which may be withheld in Buyer's sole and absolute discretion; provided, however, that such -------- consent shall not be unreasonably withheld, conditioned or delayed or conditioned; (iii) to honor and take all room reservations and banquet facility reservations in the Ordinary Course of Business; and (iv) pay prior to delinquency all Taxes due and payable with respect to any utility or similar easement necessary for the operation of the Property. Seller also shall not enter into any modification, amendment or renewal of any Approved Contract from and after the Agreement Date without Buyer's prior written consent, which may be withheld in Buyer's sole and absolute discretion; provided, however, that without Buyer's consent, Seller for cause may (i) terminate any Approved Contract for any material default thereunder or enter a new contract which replaces an existing Approved Contract, provided that such new Approved Contract is on substantially the same terms as the Approved Contract being replaced with the same or shorter period for termination thereto (but in any event any replacement Approved Contract shall permit termination by the then owner of the Property without penalty on not more than thirty (30) days' notice), and provided further that Seller promptly notifies Buyer upon terminating any such Approved Contract or entering into any replacement Approved Contract. Buyer's consent shall be deemed withheld if Buyer does not respond in writing to Seller's request for said consent within three (3) business days thereafter. In addition, during the period from the Agreement Date through Closing, Seller promptly shall give notice to Buyer in writing of all actions or decisions by Seller materially affecting the Property, including without limitation creation of any liens or encumbrances or entering into of any Contracts that would survive Closing, and Seller shall give notice to Buyer in writing of any damage to the InterestsReal Property (including damage resulting from the use, storage, disposal or release of Hazardous Materials on, in or under the Property by any tenant under the Leases) or destruction of any improvement thereon or condemnation of any portion of the Property of which Seller shall have actual knowledge within one (1) business day of Seller's receipt of such actual knowledge. If Buyer is entitled to withhold its consent under this Section 7.3 to any action by Seller and does so withhold its consent, Seller shall not take the action not consented to.