RESPECTS. BORROWER SHALL
CAUSE THE PROPERTY TO BE OPERATED, IN ALL MATERIAL RESPECTS, IN ACCORDANCE WITH
ANY MANAGEMENT AGREEMENT (OR REPLACEMENT MANAGEMENT AGREEMENT) AS APPLICABLE.
IN THE EVENT THAT ANY MANAGEMENT AGREEMENT EXPIRES OR IS TERMINATED (WITHOUT
LIMITING ANY OBLIGATION OF BORROWER TO OBTAIN LENDER'S CONSENT TO ANY
TERMINATION OR MODIFICATION OF THE MANAGEMENT AGREEMENT IN ACCORDANCE WITH THE
TERMS AND PROVISIONS OF THIS AGREEMENT), BORROWER SHALL PROMPTLY ENTER INTO A
REPLACEMENT MANAGEMENT AGREEMENT WITH MANAGER OR ANOTHER QUALIFIED MANAGER, AS
APPLICABLE. EXCEPT FOR EXCUSABLE DELAYS, BORROWER SHALL CAUSE THE HOTEL
COMPONENT TO BE AT ALL TIMES OPEN FOR BUSINESS AS A HOTEL AND THE CASINO
COMPONENT TO BE OPEN FOR BUSINESS AS A CASINO, EXCEPT TO THE EXTENT NECESSARY TO
UNDERTAKE THE RENOVATION PROJECT WITH DUE DILIGENCE IN ACCORDANCE WITH THE
PROVISIONS HEREOF.
BORROWER SHALL CAUSE THE PROPERTY TO BE AT ALL TIMES
OPERATED, MANAGED AND MAINTAINED, AT ALL TIMES AND IN THE MANNER AND ACCORDANCE
WITH THE STANDARDS REQUIRED PURSUANT TO ANY MANAGEMENT AGREEMENT, ANY OTHER
MATERIAL OPERATING AGREEMENT (INCLUDING ALL MARKETING, ADVERTISING, PROMOTIONAL
AND RESERVATION PROGRAMS) AND ALL APPLICABLE LEGAL REQUIREMENTS, EXCEPT WHERE
THE FAILURE TO DO SO WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT, OR WOULD NOT RESULT IN A MATERIAL DEFAULT UNDER SUCH AGREEMENTS (IF ANY)
BUT IN NO EVENT BELOW THE COMPARABLE STANDARDS.
BORROWER SHALL AT ALL TIMES
MANAGE, OPERATE AND MAINTAIN THE HOTEL COMPONENT, THE CASINO COMPONENT AND THE
TPA COMPONENT AS A LUXURY THEMED HOTEL AND CASINO RESORT IN ACCORDANCE WITH
STANDARDS AT LEAST EQUIVALENT TO THE COMPARABLE STANDARDS.
THE THEME OF THE
HOTEL COMPONENT, THE CASINO COMPONENT AND THE TPA COMPONENT SHALL NOT BE
MATERIALLY CHANGED WITHOUT THE PRIOR WRITTEN REASONABLE CONSENT OF LENDER OTHER
THAN TO THE EXTENT DISCLOSED TO LENDER IN WRITING PRIOR TO THE CLOSING DATE,
PROVIDED THAT LENDER HEREBY CONSENTS TO THE RE-THEMING OF THE PROPERTY AS A
PLANET HOLLYWOOD HOTEL AND CASINO CONSISTENT WITH THE RENOVATION PROJECT
DOCUMENTS.
THE TPA COMPONENT SHALL BE USED TO PRESENT EVENTS WHICH ARE
CONSISTENT WITH THE FIRST CLASS NATURE OF THE COMPLEX, AND CONSISTENT WITH THE
COMPARABLE STANDARDS.
5.1.23.
MANAGEMENT AGREEMENTS.
(A)
BORROWER SHALL, AND SHALL CAUSE ITS
AFFILIATES TO, AT ITS SOLE COST AND EXPENSE (I) PROMPTLY AND TIMELY PERFORM
AND/OR OBSERVE, IN ALL MATERIAL RESPECTS, ALL OF THE TERMS, COVENANTS,
CONDITIONS AND AGREEMENTS REQUIRED TO BE PERFORMED AND OBSERVED BY BORROWER OR
SUCH AFFILIATE UNDER ANY MANAGEMENT AGREEMENT AND DO ALL THINGS NECESSARY TO
PRESERVE AND TO KEEP UNIMPAIRED ITS MATERIAL RIGHTS THEREUNDER; (II) PROMPTLY
NOTIFY LENDER OF ANY MATERIAL DEFAULT
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UNDER ANY MANAGEMENT AGREEMENT OF WHICH IT IS AWARE; (III) PROMPTLY DELIVER TO
LENDER A COPY OF EACH NOTICE RECEIVED BY IT UNDER A MANAGEMENT AGREEMENT; (IV)
ENFORCE THE PERFORMANCE AND OBSERVANCE OF ALL OF THE COVENANTS AND AGREEMENTS
REQUIRED TO BE PERFORMED AND/OR OBSERVED BY THE COUNTERPARTY UNDER EACH
MANAGEMENT AGREEMENT, IN A COMMERCIALLY REASONABLE MANNER, (V) NOT AMEND,
RESTATE, REPLACE, SUPPLEMENT OR OTHERWISE MODIFY ANY MANAGEMENT AGREEMENT IN ANY