Common use of Management of the Properties Clause in Contracts

Management of the Properties. HB LANDS ROYALTIES AND ADDITIONAL ROYALTIES 4.1 General Delegation of Authority by the Corporation, FHT and the Partnership re: Properties 4.2 Specific Delegation of Authority by the Corporation, FHT and the Partnership re: Properties (a) operate all Properties which the Corporation, FHT or the Partnership is entitled to operate and use all reasonable efforts to monitor operations and to cause all operations in respect thereof to be conducted in a good and workmanlike manner, in accordance with applicable law and the Title and Operating Documents; (b) except as otherwise provided herein, cause the Corporation's, FHT's or the Partnership's title to the Properties to be maintained in good standing; (c) calculate and pay or cause to be calculated and paid, so far as it is reasonably able to do so, all rentals, royalties and similar payments and all property, severance and similar taxes in respect of the Properties and the Petroleum Substances produced therefrom required to be paid pursuant to the Title and Operating Documents or applicable law, including payments required to maintain title to the Properties; (d) keep and maintain at all times true and accurate books, records and accounts containing full and complete particulars of all operations, receipts and disbursements on or relating to the Properties and, upon request by the Corporation, FHT or the Partnership, provide copies, at the Corporation's, FHT's or the Partnership's cost, of any of such books; records and accounts; (e) maintain custody of and administer all land records and documents necessary or, in the reasonable opinion of Manager, advisable in connection with the Properties, including non-legal examination of title documents, setting up and maintaining of document and correspondence files, land files and rental records, and generally supplying all services provided by the lease and land records department of an oil and natural gas company and, upon request by and at the cost of the Corporation, FHT or the Partnership provide copies of any of such files and records to the Corporation, FHT or the Partnership; (f) prepare and file on behalf of the Corporation, FHT and the Partnership all applications for incentives; and (g) negotiate and execute on behalf of the Corporation, FHT and the Partnership all exploitation and development agreements, operating agreements, working agreements, farmin and farmout agreements, leases and other documents relating to the exploitation of the Properties as may be advisable; and, subject to the terms of Section 11.5, Manager's decisions with respect thereto shall be binding upon the Corporation, FHT and the Partnership.

Management of the Properties. HB LANDS ROYALTIES AND ADDITIONAL ROYALTIES 4.1 General Delegation of Authority by the Corporation, FHT Each Borrower further covenants and the Partnership re: Properties 4.2 Specific Delegation of Authority by the Corporation, FHT and the Partnership re: Propertiesagrees with Lender as follows: (a) operate all Properties which Such Borrower shall cause the Corporation, FHT or the Partnership is entitled to operate and use all reasonable efforts to monitor operations and to cause all operations in respect thereof golf course located on its Property to be conducted in a good operated pursuant to the Consulting Agreement and workmanlike manner, in accordance with applicable law and the Title and Operating Documents;Shared Services Agreement. (b) except Such Borrower shall: (i) pay all sums required to be paid by such Borrower under the Consulting Agreement and Shared Services Agreement and promptly perform and observe all of the covenants and agreements required to be performed and observed by it under the Consulting Agreement and Shared Services Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender in writing of any default under Consulting Agreement and Shared Services Agreement of which it is aware and provide Lender with copies of any notices delivered in connection therewith; (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan and report received by it under the Consulting Agreement and Shared Services Agreement; (iv) promptly enforce the performance and observance of all of the covenants and agreements required to be performed or observed by the Property Consultant under the Consulting Agreement and Shared Services Agreement; (v) assign to Lender any right it may have to modify the Consulting Agreement and Shared Services Agreement; (vi) grant Lender the right, but Lender shall be under no obligation, to pay any sums and to perform any act or take any action as otherwise provided hereinmay be appropriate to cause all the terms, cause covenants and conditions of the Corporation'sConsulting Agreement and Shared Services Agreement on the part of such Borrower to be performed or observed to be promptly performed or observed on behalf of such Borrower, FHT's or the Partnership's title to the Properties end that the rights of such Borrower in, to and under the Consulting Agreement and Shared Services Agreement shall be kept unimpaired and free from default; (vii) use its reasonable efforts to obtain, from time to time, from the Property Consultant or Shared Service Provider, as applicable, such certificates of estoppel with respect to compliance by such Borrower with the terms of the Consulting Agreement and Shared Services Agreement as may be requested by Lender; (viii) exercise each individual option, if any, to extend or renew the term of the Consulting Agreement and Shared Services Agreement upon demand by Lender made at any time within one year of the last day upon which any such option may be exercised, and such Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of such Borrower, which power of attorney shall be irrevocable and shall be deemed to be maintained coupled with an interest; and (ix) promptly notify Lender in good standing;writing and provide Lender with copies of any notices delivered to such Borrower, including, without limitation, any notice of violation of any laws, regulations, or ordinances or other notice from any governmental or quasi-governmental authority, or any notice of default under the Leases, the Consulting Agreement, the Shared Services Agreement or any other document or agreement relating to its Property, which contain information that, if true, might materially adversely affect the value, use or operation of its Property. (c) calculate and pay Such Borrower shall not, without Lender's prior written consent: (i) surrender, terminate or cause cancel the Consulting Agreement (or the Shared Services Agreement; (ii) reduce or consent to be calculated and paid, so far as it is reasonably able to do so, all rentals, royalties and similar payments and all property, severance and similar taxes in respect the reduction of the Properties and term of the Petroleum Substances produced therefrom required to be paid pursuant Consulting Agreement or the Shared Services Agreement; (iii) increase or consent to the Title increase of the amount of any charges under the Consulting Agreement or the Shared Services Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and Operating Documents remedies under the Consulting Agreement or applicable law, including payments required to maintain title to the Properties;Shared Services Agreement in any material respect. (d) keep and maintain at all times true and accurate booksSuch Borrower shall not, records and accounts containing full and complete particulars without Lender's prior written consent, enter into transactions with any affiliate including, without limitation, any arrangement providing for the management of all operationsthe golf course on its Property, receipts and disbursements on the rendering or relating to the Properties and, upon request by the Corporation, FHT receipt of services or the Partnershippurchase or sale of inventory, provide copies, at except any such transaction in the Corporation's, FHT's or the Partnership's cost, ordinary course of any business of such books; records and accounts; (e) maintain custody of and administer all land records and documents necessary or, Borrower if the monetary or business consideration arising therefrom would be substantially as advantageous to such Borrower as the monetary or business consideration which would obtain in the reasonable opinion of Manager, advisable in connection a comparable transaction with the Properties, including non-legal examination of title documents, setting up and maintaining of document and correspondence files, land files and rental records, and generally supplying all services provided by the lease and land records department of a person not an oil and natural gas company and, upon request by and at the cost of the Corporation, FHT or the Partnership provide copies of any affiliate of such files and records to the Corporation, FHT or the Partnership; (f) prepare and file on behalf of the Corporation, FHT and the Partnership all applications for incentives; and (g) negotiate and execute on behalf of the Corporation, FHT and the Partnership all exploitation and development agreements, operating agreements, working agreements, farmin and farmout agreements, leases and other documents relating to the exploitation of the Properties as may be advisable; and, subject to the terms of Section 11.5, Manager's decisions with respect thereto shall be binding upon the Corporation, FHT and the PartnershipBorrower.

Management of the Properties. HB LANDS ROYALTIES AND ADDITIONAL ROYALTIES 4.1 General Delegation of Authority by the Corporation, FHT Each Borrower further covenants and the Partnership re: Properties 4.2 Specific Delegation of Authority by the Corporation, FHT and the Partnership re: Propertiesagrees with Lender as follows: (a) operate all Properties which Such Borrower shall cause the Corporation, FHT or the Partnership is entitled to operate and use all reasonable efforts to monitor operations and to cause all operations in respect thereof golf course located on its Property to be conducted in a good operated pursuant to the Consulting Agreement and workmanlike manner, in accordance with applicable law and the Title and Operating Documents;Shared Services Agreement. (b) except Such Borrower shall: (i) pay all sums required to be paid by such Borrower under the Consulting Agreement and Shared Services Agreement and promptly perform and observe all of the covenants and agreements required to be performed and observed by it under the Consulting Agreement and Shared Services Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender in writing of any default under Consulting Agreement and Shared Services Agreement of which it is aware and provide Lender with copies of any notices delivered in connection therewith; (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan and report received by it under the Consulting Agreement and Shared Services Agreement; (iv) promptly enforce the performance and observance of all of the covenants and agreements required to be performed or observed by the Property Consultant under the Consulting Agreement and Shared Services Agreement; (v) assign to Lender any right it may have to modify the Consulting Agreement and Shared Services Agreement; (vi) grant Lender the right, but Lender shall be under no obligation, to pay any sums and to perform any act or take any action as otherwise provided hereinmay be appropriate to cause all the terms, cause covenants and conditions of the Corporation'sConsulting Agreement and Shared Services Agreement on the part of such Borrower to be performed or observed to be promptly performed or observed on behalf of such Borrower, FHT's or the Partnership's title to the Properties end that the rights of such Borrower in, to and under the Consulting Agreement and Shared Services Agreement shall be kept unimpaired and free from default; (vii) use its reasonable efforts to obtain, from time to time, from the Property Consultant or Shared Service Provider, as applicable, such certificates of estoppel with respect to compliance by such Borrower with the terms of the Consulting Agreement and Shared Services Agreement as may be requested by Lender; (viii) exercise each individual option, if any, to extend or renew the term of the Consulting Agreement and Shared Services Agreement upon demand by Lender made at any time within one year of the last day upon which any such option may be exercised, and such Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of such Borrower, which power of attorney shall be irrevocable and shall be deemed to be maintained coupled with an interest; and (ix) promptly notify Lender in good standing;writing and provide Lender with copies of any notices delivered to such Borrower, including, without limitation, any notice of violation of any laws, regulations, or ordinances or other notice from any governmental or quasi-governmental authority, or any notice of default under the Leases, the Consulting Agreement, the Shared Services Agreement or any other document or agreement relating to its Property, which contain information that, if true, might materially adversely affect the value, use or operation of its Property. (c) calculate and pay Such Borrower shall not, without Lender's prior written consent: (i) surrender, terminate or cause cancel the Consulting Agreement or the Shared Services Agreement; (ii) reduce or consent to be calculated and paid, so far as it is reasonably able to do so, all rentals, royalties and similar payments and all property, severance and similar taxes in respect the reduction of the Properties and term of the Petroleum Substances produced therefrom required to be paid pursuant Consulting Agreement or the Shared Services Agreement; (iii) increase or consent to the Title increase of the amount of any charges under the Consulting Agreement or the Shared Services Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and Operating Documents remedies under the Consulting Agreement or applicable law, including payments required to maintain title to the Properties;Shared Services Agreement in any material respect. (d) keep and maintain at all times true and accurate booksSuch Borrower shall not, records and accounts containing full and complete particulars without Lender's prior written consent, enter into transactions with any affiliate including, without limitation, any arrangement providing for the management of all operationsthe golf course on its Property, receipts and disbursements on the rendering or relating to the Properties and, upon request by the Corporation, FHT receipt of services or the Partnershippurchase or sale of inventory, provide copies, at except any such transaction in the Corporation's, FHT's or the Partnership's cost, ordinary course of any business of such books; records and accounts; (e) maintain custody of and administer all land records and documents necessary or, Borrower if the monetary or business consideration arising therefrom would be substantially as advantageous to such Borrower as the monetary or business consideration which would obtain in the reasonable opinion of Manager, advisable in connection a comparable transaction with the Properties, including non-legal examination of title documents, setting up and maintaining of document and correspondence files, land files and rental records, and generally supplying all services provided by the lease and land records department of a person not an oil and natural gas company and, upon request by and at the cost of the Corporation, FHT or the Partnership provide copies of any affiliate of such files and records to the Corporation, FHT or the Partnership; (f) prepare and file on behalf of the Corporation, FHT and the Partnership all applications for incentives; and (g) negotiate and execute on behalf of the Corporation, FHT and the Partnership all exploitation and development agreements, operating agreements, working agreements, farmin and farmout agreements, leases and other documents relating to the exploitation of the Properties as may be advisable; and, subject to the terms of Section 11.5, Manager's decisions with respect thereto shall be binding upon the Corporation, FHT and the PartnershipBorrower.