Closing Date.
Interim Covenants of Seller.
Until the Closing Date or the sooner termination
of this Agreement:
1.1.40
MAINTENANCE/OPERATION.
SELLER SHALL CAUSE THE PROPERTY TO BE
MAINTAINED, REPAIRED AND OPERATED IN ALL MATERIAL RESPECTS IN THE SAME MANNER AS
PRIOR HERETO PURSUANT TO ITS NORMAL COURSE OF BUSINESS (INCLUDING MAKING CAPITAL
EXPENDITURES AND EXPENDITURES OF FF&E RESERVES IN SUCH NORMAL COURSE OF
BUSINESS).
SUCH CONTINUING OPERATION SHALL INCLUDE DELIVERING THE PROPERTY TO
BUYER AT CLOSING WITH SUCH LEVELS OF INVENTORIES AND SUPPLIES AS SELLER HAS
FOUND SUFFICIENT IN ITS OPERATION OF ITS BUSINESS AT THE PROPERTY.
1.1.41
SERVICE CONTRACTS.
SELLER SHALL NOT ENTER INTO (AND, SUBJECT
TO CLAUSE (2) BELOW, SHALL NOT PERMIT MANAGER TO ENTER INTO) ANY ADDITIONAL
SERVICE AGREEMENTS OR OTHER SIMILAR AGREEMENTS WITHOUT THE PRIOR CONSENT OF
BUYER, WHICH SHALL NOT BE UNREASONABLY WITHHELD, EXCEPT FOR (1) THOSE DEEMED
REASONABLY NECESSARY BY SELLER WHICH ARE CANCELABLE ON THIRTY (30) DAYS' NOTICE
WITHOUT PENALTY AND (2) THOSE ENTERED INTO BY MANAGER WHICH DO NOT REQUIRE
SELLER'S CONSENT.
1.1.42
LEASES.
EXCEPT TO THE EXTENT REQUIRED UNDER THE MANAGEMENT
AGREEMENT WITHOUT SELLER'S CONSENT, SELLER SHALL NOT ENTER INTO (AND SHALL NOT
PERMIT MANAGER TO ENTER INTO) ANY NEW LEASES OR MATERIAL MODIFICATIONS OF LEASES
OR TERMINATE ANY LEASES WITHOUT
37
BUYER'S EXPRESS WRITTEN CONSENT WHICH SHALL NOT BE UNREASONABLY WITHHELD OR
DELAYED AND SHALL BE DEEMED GIVEN IF BUYER, WITHIN SEVEN (7) BUSINESS DAYS AFTER
SELLER REQUESTS BUYER'S APPROVAL TO A PROPOSED NEW LEASE OR MATERIAL
MODIFICATION OR TERMINATION OF A LEASE AND PROVIDES BUYER WITH SUCH INFORMATION
AS IS REASONABLE AND APPROPRIATE FOR BUYER TO DETERMINE WHETHER TO GRANT OR
WITHHOLD APPROVAL, FAILS TO GIVE SELLER WRITTEN NOTICE OF ITS DISAPPROVAL
THEREOF AND THE REASONS THEREFOR.
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, IF THE CLOSING OCCURS, BUYER SHALL BEAR ALL COSTS AND EXPENSES RELATED
TO ANY NEW LEASES OR MODIFICATIONS, EXTENSIONS, EXPANSIONS, OPTIONS OR RENEWALS
OF EXISTING LEASES ENTERED INTO AFTER THE DATE HEREOF PURSUANT TO THIS
SUBSECTION (INCLUDING TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS, BUT
EXCLUDING FREE RENT ALLOCABLE TO ANY PERIOD PRIOR TO THE CLOSING DATE) AND,
WITHOUT LIMITATION ON THE FOREGOING, THE PRORATIONS AT CLOSING SHALL INCLUDE AN
APPROPRIATE CREDIT TO SELLER CONSISTENT WITH THE FOREGOING.
1.1.43
HOTEL GROUND LEASE COVENANTS.
(A)
HOTEL SELLER SHALL PAY THE RENT AND ALL OTHER SUMS AND CHARGES
MENTIONED IN, AND PAYABLE UNDER, THE HOTEL GROUND LEASE WHEN DUE.
(B)
HOTEL SELLER SHALL PERFORM AND OBSERVE ALL OF THE TERMS, COVENANTS
AND CONDITIONS REQUIRED TO BE PERFORMED AND OBSERVED BY THE LESSEE UNDER THE
HOTEL GROUND LEASE, THE BREACH OF WHICH WOULD PERMIT ANY PARTY TO THE HOTEL
GROUND LEASE, AND SHALL NOT DO ANY ACT WHICH WOULD PERMIT ANY PARTY TO THE HOTEL
GROUND LEASE, VALIDLY TO TERMINATE THE HOTEL GROUND LEASE (INCLUDING, WITHOUT
LIMITATION, ALL PAYMENT OBLIGATIONS), AND SHALL NOT WAIVE, EXCUSE OR DISCHARGE
ANY OF THE OBLIGATIONS OF GROUND LESSOR WITHOUT BUYER'S PRIOR WRITTEN CONSENT IN
EACH INSTANCE.
(C)
PROMPTLY FOLLOWING THE EXPIRATION OF THE DUE