AND
EACH RATING AGENCY SHALL HAVE CONFIRMED IN WRITING THAT ANY RATING ISSUED BY THE
RATING AGENCY IN CONNECTION WITH A SECURITIZATION WILL NOT, AS A RESULT OF THE
PROPOSED CHANGE OF MANAGER, BE DOWNGRADED FROM THE THEN CURRENT RATINGS THEREOF,
QUALIFIED OR WITHDRAWN.
BORROWER FURTHER COVENANTS AND AGREES THAT BORROWER
SHALL REQUIRE MANAGER (OR ANY SUCCESSOR MANAGERS) TO MAINTAIN AT ALL TIMES
DURING THE TERM OF THE LOAN WORKER'S COMPENSATION INSURANCE AS REQUIRED BY
GOVERNMENTAL AUTHORITIES.
(F)
THERE ARE NO FRANCHISE AGREEMENTS RELATING TO THE PROPERTY AND
BORROWER SHALL NOT ENTER INTO ANY FRANCHISE AGREEMENTS RELATING TO THE PROPERTY.
(G)
BORROWER COVENANTS THAT IT SHALL NOT, NOR PERMIT MANAGER, TO SELL
OR DELIVER ROOMS OR SUITES AND ACCEPT PAYMENT THEREFOR FOR MORE THAN THIRTY (30)
DAYS IN ADVANCE OF DELIVERY EXCEPT IN THE ORDINARY COURSE OF BORROWER'S BUSINESS
AND IN ACCORDANCE WITH THE APPROVED MANAGER STANDARD.
(H)
BORROWER SHALL FUND AND OPERATE, OR SHALL CAUSE MANAGER TO FUND
AND OPERATE, THE PROPERTY IN A MANNER CONSISTENT WITH A HOTEL OF THE SAME TYPE
AND CATEGORY AS THE PROPERTY.
(I)
BORROWER SHALL MAINTAIN OR CAUSE MANAGER TO MAINTAIN INVENTORY IN
KIND AND AMOUNT SUFFICIENT TO MEET HOTEL INDUSTRY STANDARDS FOR HOTELS
COMPARABLE TO THE HOTEL LOCATED AT THE PREMISES AND AT LEVELS SUFFICIENT FOR THE
OPERATION OF THE HOTEL LOCATED AT THE PREMISES AT HISTORIC OCCUPANCY LEVELS.
(J)
BORROWER SHALL DELIVER TO LENDER ALL NOTICES OF DEFAULT OR
TERMINATION RECEIVED BY BORROWER OR MANAGER WITH RESPECT TO ANY LICENSES AND
PERMITS, CONTRACTS, PROPERTY AGREEMENTS, LEASES OR INSURANCE POLICIES WITHIN
THREE (3) BUSINESS DAYS OF RECEIPT OF THE SAME.
(K)
IF BORROWER OR SPE PLEDGOR IS A PARTY TO A FOOD AND BEVERAGE
LEASE/OPERATING AGREEMENT, BORROWER AND/OR SPE PLEDGOR, AS APPLICABLE, SHALL (I)
DILIGENTLY PERFORM AND OBSERVE ALL OF THE TERMS, COVENANTS AND CONDITIONS OF THE
FOOD AND BEVERAGE LEASES/OPERATING AGREEMENTS ON THE PART OF BORROWER AND THE
SPE PLEDGOR TO BE PERFORMED AND OBSERVED, (II) PROMPTLY NOTIFY LENDER OF ANY
MATERIAL DEFAULT UNDER ANY FOOD AND BEVERAGE LEASE/OPERATING AGREEMENT OF WHICH
IT IS AWARE AND (III) DILIGENTLY ENFORCE ALL OF THE MATERIAL OBLIGATIONS OF THE
FOOD AND BEVERAGE LESSEES/OPERATORS UNDER THE FOOD AND BEVERAGE LEASES/OPERATING
AGREEMENTS.
IF BORROWER OR SPE PLEDGOR SHALL DEFAULT IN THE PERFORMANCE OR
OBSERVANCE OF ANY MATERIAL TERM, COVENANT OR CONDITION OF ANY FOOD AND BEVERAGE
LEASES/OPERATING AGREEMENTS ON THE PART OF SUCH BORROWER OR SPE PLEDGOR TO BE
PERFORMED OR OBSERVED BEYOND ANY APPLICABLE GRACE OR CURE PERIOD, THEN, WITHOUT
LIMITING LENDER'S OTHER RIGHTS OR REMEDIES UNDER THIS SECURITY
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INSTRUMENT OR ANY OTHER LOAN DOCUMENTS, AND WITHOUT WAIVING OR RELEASING
BORROWER FROM ANY OF ITS OBLIGATIONS HEREUNDER OR BORROWER OR THE SPE PLEDGOR
UNDER THE FOOD AND BEVERAGE LEASES/OPERATING AGREEMENTS, LENDER SHALL HAVE THE
RIGHT, BUT SHALL BE UNDER NO OBLIGATION, TO PAY ANY SUMS AND TO PERFORM ANY ACT
AS MAY BE REASONABLY APPROPRIATE TO CAUSE ALL THE TERMS, COVENANTS AND
CONDITIONS OF THE FOOD AND BEVERAGE LEASES/OPERATING AGREEMENTS ON THE PART