Common use of Management of Premises Clause in Contracts

Management of Premises. Borrower shall cause Owner to operate and manage the Property or cause the Property to be operated and managed in a manner which is consistent with the requirements set forth in the Mortgage. Borrower covenants and agrees with Lender that (a) the Premises will be managed at all times by an Approved Manager pursuant to the management agreements approved by Lender (individually or collectively as the context requires, the "Management Agreement"), (b) after Borrower has knowledge of a fifty percent (50%) or more change in control of the ownership of Manager, Borrower will promptly give Lender notice thereof (a "Manager Control Notice") and (c) any Management Agreement may be terminated by Lender at any time following an uncured monetary Event of Default and acceleration of all amounts due under the Loan, provided that there otherwise exists a right to terminate the Manager (after all applicable notice and cure periods) under the Management Agreement and a substitute managing agent shall be appointed by Lender, subject to Lender's prior written approval, which may be given or withheld in Lender's reasonable discretion and which may be conditioned on, inter alia, a letter from the Rating Agency confirming that any rating issued by the Rating Agency in connection with a Securitization or Mortgage Securitization will not, as a result of the proposed change of Manager, be downgraded from the then current ratings thereof, qualified or withdrawn. Borrower may from time to time appoint a successor manager to manage the Premises with Lender's prior written consent which consent shall not be unreasonably withheld or delayed, provided that any such successor manager shall be a reputable management company which is an Approved Manager. Borrower further covenants and agrees that Borrower shall require the 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.

Management of Premises. Borrower shall cause Owner to operate and manage the Property Premises or cause the Property Premises to be operated and managed in a manner which is consistent with the requirements set forth Approved Manager Standard (as defined in the Mortgage). Borrower covenants and agrees with Lender that (a) the Premises will be managed at all times by an Approved Manager pursuant to the management agreements agreement approved by Lender (individually or collectively as the context requires, the "“Management Agreement"”), (b) after Borrower has knowledge of a fifty percent (50%) or more change in control of the ownership of Manager (other than in connection with an IPO, provided Manager, directly or indirectly, is Controlled by the same Person that Controls Borrower, Borrower will promptly give Lender notice thereof (a "“Manager Control Notice"”) and (c) any the Management Agreement may be terminated by Lender at any time for cause (including, but not limited to, Manager’s gross negligence, misappropriation of funds, willful misconduct or fraud) or at any time following (A) the occurrence of an uncured monetary Event of Default and acceleration Default, or (B) the receipt of all amounts due under a Manager Control Notice, or (C) the Loan, provided that there otherwise exists a right date upon which the trailing twelve (12) month Debt Service Coverage (as defined in the Mortgage) is less than the Debt Service Coverage set forth on Exhibit H to terminate the Manager (after all applicable notice and cure periods) under the Management Agreement Mortgage and a substitute managing agent shall be appointed by Lender, subject to Lender's ’s prior written approval, which may be given or withheld in Lender's reasonable ’s sole discretion and which may be conditioned on, inter alia, a letter from the Rating Agency confirming that any rating issued by the Rating Agency in connection with a Securitization or Mortgage Securitization will not, as a result of the proposed change of Manager, be downgraded from the then current ratings thereof, qualified or withdrawn. Borrower may from time to time appoint a successor manager to manage the Premises with Lender's ’s prior written consent which consent shall not be unreasonably withheld or delayed, provided that any such successor manager shall be a reputable management company which is an meets the Approved Manager Standard (as defined in the Mortgage) and each Rating Agency shall have confirmed in writing that any rating issued by the Rating Agency in connection with a Securitization or in connection with a Mortgage 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 the Manager (or any successor managers) to maintain at all times during the term of the Loan worker's ’s compensation insurance as required by Governmental Authorities.

Management of Premises. Borrower shall cause Owner to operate and manage the Property Premises or cause the Property Premises to be operated and managed in a manner which is consistent with the requirements set forth in the MortgageApproved Manager Standard. Borrower covenants and agrees with Lender that (a) the Premises will be managed at all times by an Approved Manager pursuant to the management agreements agreement approved by Lender (individually or collectively as the context requires, the "“Management Agreement"”), (b) after Borrower has knowledge of a fifty percent (50%) or more change in control of the ownership of Manager, Borrower will promptly give Lender notice thereof (a "“Manager Control Notice"”) and (c) any the Management Agreement may be terminated by Lender at any time for cause (including, but not limited to, Manager’s gross negligence, misappropriation of funds, willful misconduct or fraud) or at any time following (A) the occurrence of an uncured monetary Event of Default and acceleration Default, or (B) the receipt of all amounts due under the Loana Manager Control Notice, provided that there otherwise exists a right to terminate the Manager (after all applicable notice and cure periods) under the Management Agreement and a substitute managing agent shall be appointed by LenderBorrower, subject to Lender's ’s prior written approval, which which, in the case of clause (A) above, may be given or withheld in Lender's reasonable ’s sole discretion and in the case of clause (B) above, shall not be unreasonably withheld or delayed, and which may be conditioned on, inter alia, a letter from the Rating Agency confirming that any rating issued by the Rating Agency in connection with a Securitization or Mortgage Securitization will not, as a result of the proposed change of Manager, be downgraded from the then current ratings thereof, qualified or withdrawn. Borrower may from time to time cause Owner to appoint a successor manager to manage the Premises with Lender's ’s prior written consent which consent shall not be unreasonably withheld or delayed, provided that any such successor manager shall be a reputable management company which is an meets the Approved Manager Standard and each Rating Agency shall have confirmed in writing that any rating issued by the Rating Agency in connection with a Securitization or in connection with a Mortgage 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 cause Owner to require the Manager (or any successor managers) to maintain at all times during the term of the Loan worker's ’s compensation insurance as required by Governmental Authorities.

Management of Premises. Borrower The Premises shall cause Owner to operate and manage the Property or cause the Property to be operated and managed in a professional manner which is consistent by a managing agent evaluated and approved by Xxxxxx. Xxxxxxxx has executed or will execute a written agreement with the Manager for the operation, management, and supervision of the Premises. Before Borrower may execute, amend, extend, or terminate that agreement or any other agreement relating to the management or leasing of the Premises, Borrower must comply with all requirements set forth in Lender’s “Property Management Guide,” as it may be amended or replaced from time to time (the Mortgage. Borrower covenants “Guide”), and agrees shall notify Lender of the proposed action and provide Lender with Lender that a copy of the proposed agreement, amendment, extension, or termination (a) the Premises will be managed at all times by an Approved Manager pursuant to the management agreements approved by Lender (individually or collectively as the context requires, the "Management Agreement"case may be), (b) after and Borrower has knowledge of a fifty percent (50%) or more change in control of the ownership of Manager, Borrower will promptly give Lender notice thereof (a "Manager Control Notice") and (c) any Management Agreement may be terminated by Lender at any time following an uncured monetary Event of Default and acceleration of all amounts due under the Loan, provided that there otherwise exists a right to terminate the Manager (after all applicable notice and cure periods) under the Management Agreement and a substitute managing agent shall be appointed by Lender, subject to Lender's not proceed further without Xxxxxx’s prior written approval, which may be given or withheld in Lender's reasonable discretion and which may be conditioned on, inter alia, a letter from the Rating Agency confirming that any rating issued by the Rating Agency in connection with a Securitization or Mortgage Securitization approval will not, as a result of the proposed change of Manager, be downgraded from the then current ratings thereof, qualified or withdrawn. Borrower may from time to time appoint a successor manager to manage the Premises with Lender's prior written consent which consent shall not be unreasonably withheld or delayed. If an agreement relating to the management of the Premises permits the party contracting with Xxxxxxxx (the “manager” in the remainder of this section) to resign, provided that any such successor manager shall be a reputable management company which is an Approved Manager. Borrower further covenants and agrees that Borrower agreement shall require the Manager (or any successor managers) manager to maintain notify Xxxxxxxx in writing at all times during least 60 days prior to the term effective date of the Loan worker's compensation insurance as manager’s resignation. Additionally, Xxxxxxxx shall notify Lender in writing of any such resignation within 3 Business Days of Xxxxxxxx’s receipt of any notice of resignation (verbal or written) and, at least 30 days prior to the effective date of any proposed agreement with any replacement manager, fully comply with all requirements set forth in the Guide and provide Lender with a copy of the proposed agreement for Xxxxxx’s approval. If Borrower violates the requirements of this section or there is a default under any management contract or leasing agreement by the manager or leasing agent, which default is not cured within any applicable cure or grace period, Lender may direct Borrower to terminate such management contract or leasing agreement upon 30-days notice and may direct Borrower to retain a new manager or leasing agent. Borrower shall maintain the Premises in good condition and repair and, subject to section 3.23, shall promptly repair, restore, replace, or rebuild any part of the Premises that is in disrepair. Borrower shall comply with any maintenance standards imposed by Xxxxxx, HUD, or the Act. Borrower shall not commit or suffer any waste to the Premises. Borrower shall cause the Premises and all equipment and material stored or located at the Premises to be secured and protected against vandalism and unauthorized use and possession. Borrower shall use all gross operating income generated from the Premises to pay for budgeted operating expenses of the Premises, debt service for debts secured by the Premises, and any required by Governmental Authoritiescontribution to reserves and escrows for the Premises and, without Xxxxxx’s prior written consent, shall not use any of the income from the Property for any other purpose unless all expenses, debt service, and reserve contributions have been fully paid and satisfied.

Management of Premises. Borrower The Premises shall cause Owner to operate and manage the Property or cause the Property to be operated and managed in a professional manner which is consistent by a managing agent evaluated and approved by Lender. Borrower has executed or will execute a written agreement with the Manager for the operation, management, and supervision of the Premises. Before Borrower may execute, amend, extend, or terminate that agreement or any other agreement relating to the management or leasing of the Premises, Borrower must comply with all requirements set forth in Lender’s “Property Management Guide,” as it may be amended or replaced from time to time (the Mortgage. Borrower covenants “Guide”), and agrees shall notify Lender of the proposed action and provide Lender with Lender that a copy of the proposed agreement, amendment, extension, or termination (a) the Premises will be managed at all times by an Approved Manager pursuant to the management agreements approved by Lender (individually or collectively as the context requires, the "Management Agreement"case may be), (b) after and Borrower has knowledge of a fifty percent (50%) or more change in control of the ownership of Manager, Borrower will promptly give Lender notice thereof (a "Manager Control Notice") and (c) any Management Agreement may be terminated by Lender at any time following an uncured monetary Event of Default and acceleration of all amounts due under the Loan, provided that there otherwise exists a right to terminate the Manager (after all applicable notice and cure periods) under the Management Agreement and a substitute managing agent shall be appointed by not proceed further without Lender, subject to Lender's ’s prior written approval, which may be given or withheld in Lender's reasonable discretion and which may be conditioned on, inter alia, a letter from the Rating Agency confirming that any rating issued by the Rating Agency in connection with a Securitization or Mortgage Securitization approval will not, as a result of the proposed change of Manager, be downgraded from the then current ratings thereof, qualified or withdrawn. Borrower may from time to time appoint a successor manager to manage the Premises with Lender's prior written consent which consent shall not be unreasonably withheld or delayed. If an agreement relating to the management of the Premises permits the party contracting with Borrower (the “manager” in the remainder of this section) to resign, provided that any such successor manager shall be a reputable management company which is an Approved Manager. Borrower further covenants and agrees that Borrower agreement shall require the Manager (or any successor managers) manager to maintain notify Borrower in writing at all times during least 60 days prior to the term effective date of the Loan worker's compensation insurance as manager’s resignation. Additionally, Borrower shall notify Lender in writing of any such resignation within 3 Business Days of Borrower’s receipt of any notice of resignation (verbal or written) and, at least 30 days prior to the effective date of any proposed agreement with any replacement manager, fully comply with all requirements set forth in the Guide and provide Lender with a copy of the proposed agreement for Lender’s approval. If Borrower violates the requirements of this section or there is a default under any management contract or leasing agreement by the manager or leasing agent, which default is not cured within any applicable cure or grace period, Lender may direct Borrower to terminate such management contract or leasing agreement upon 30-days notice and may direct Borrower to retain a new manager or leasing agent. Borrower shall maintain the Premises in good condition and repair and, subject to section 3.23, shall promptly repair, restore, replace, or rebuild any part of the Premises that is in disrepair. Borrower shall comply with any maintenance standards imposed by Lender, HUD, or the Act. Borrower shall not commit or suffer any waste to the Premises. Borrower shall cause the Premises and all equipment and material stored or located at the Premises to be secured and protected against vandalism and unauthorized use and possession. Borrower shall use all gross operating income generated from the Premises to pay for budgeted operating expenses of the Premises, debt service for debts secured by the Premises, and any required by Governmental Authoritiescontribution to reserves and escrows for the Premises and, without Lender’s prior written consent, shall not use any of the income from the Property for any other purpose unless all expenses, debt service, and reserve contributions have been fully paid and satisfied.

Management of Premises. (a) If the Borrower enters into a Management Agreement, the Hotel Premises shall at all times be managed under the terms and conditions of such Management Agreement. The Borrower shall cause Owner the Subordination Agreements to operate be executed by any Manager (if the Borrower enters into a Management Agreement) and manage the Property Leasing Manager (if any), and any casino operator. The Borrower shall cause any Management Agreement and any Leasing Services Agreement to remain in full force and effect at all times, and shall comply with any Management Agreement and any Leasing Services Agreement at all times, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, or would result in a material default under such agreements. The Borrower shall cause the Property Hotel Premises to be operated and managed in a manner which is consistent with the requirements set forth in the Mortgage. Borrower covenants and agrees with Lender that (a) the Premises will be managed at all times by an Approved Manager open for business as a hotel, the Retail Shops to be open for business as a retail shopping center and the Casino to be open for business as a casino, except to the extent necessary to undertake the Renovation Capital Expenditures with due diligence in accordance with the provisions of Section 7.18 hereof. The Borrower shall cause the Premises to be at all times operated, managed and maintained, at all times and in the manner and accordance with the standards required pursuant to the management agreements approved by Lender (individually or collectively as the context requires, the "Management Agreement"), (b) after Borrower has knowledge of a fifty percent (50%) or more change in control of the ownership of Manager, Borrower will promptly give Lender notice thereof (a "Manager Control Notice") and (c) any Management Agreement may and any Leasing Services Agreement (including all marketing, advertising, promotional and reservation programs), except where the failure to comply would not reasonably be terminated by Lender at any time following an uncured monetary Event of Default 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 Comparable Standards. The Borrower shall, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, or would not result in a material default under such agreements observe, perform, and acceleration of discharge in all amounts due material respects all obligations, covenants, and warranties provided for under the Loan, provided that there otherwise exists a right to terminate the Manager (after all applicable notice and cure periods) under the terms of any Management Agreement and a substitute managing agent shall any Leasing Services Agreement to be appointed kept, observed, and performed by Lenderthe Borrower, subject however to Lender's prior written approval, which may be given any applicable cure periods provided therein. The Borrower shall not terminate or withheld in Lender's reasonable discretion and which may be conditioned on, inter alia, a letter from cancel any Management Agreement or any Leasing Services Agreement without the Rating Agency confirming that any rating issued by the Rating Agency in connection with a Securitization or Mortgage Securitization will not, as a result of the proposed change of Manager, be downgraded from the then current ratings thereof, qualified or withdrawn. Borrower may from time to time appoint a successor manager to manage the Premises with Lender's prior written consent of the Agent, which consent shall not be unreasonably withheld or delayed, provided that . The Borrower shall not enter into any such successor manager shall be a reputable other management company agreement for management of the Hotel Premises or the Casino which is an Approved Managernot a "Management Agreement" as defined herein, a leasing and/or services agreement which is not a "Leasing Services Agreement" as defined herein, or a franchise agreement with respect to the Premises, in each case without Agent's prior written consent (acting upon the reasonable direction of the Required Lenders), which consent shall not be unreasonably withheld or delayed. Borrower further covenants and agrees that The Borrower shall require not amend, modify or waive any material provision of any Management Agreement or any Leasing Services Agreement except upon notice and with the prior written consent of Agent (acting upon the reasonable direction of the Required Term Loan A Lenders), which consent shall not be unreasonably withheld or delayed. The Borrower shall use its commercially reasonable efforts to secure the performance of the obligations of the Manager (under any Management Agreement and of any Leasing Manager under the Leasing Services Agreement and to enforce the Borrower's rights thereunder. The Borrower shall not pledge, transfer, assign, mortgage or encumber the Borrower's interest in any Management Agreement or any successor managers) Leasing Services Agreement or any interest therein, or allow to maintain at all times during be encumbered the term Borrower's interest in any Management Agreement or any Leasing Services Agreement or any interest therein, in each case other than as provided herein to the Agent and the Lenders. Notwithstanding the above, the Borrower may replace any Manager with an Identified Hotel Manager without the prior written consent of the Loan worker's compensation insurance as required by Governmental AuthoritiesAgent.

Management of Premises. Each Borrower shall cause Owner to operate and manage the applicable Property or cause the such Property to be operated and managed in a manner which is consistent with the requirements set forth in the MortgageApproved Manager Standard. Each Borrower covenants and agrees with Lender that (a) the Premises will be managed at all times by an Approved Manager pursuant to the management agreements agreement approved by Lender (individually or collectively as the context requires, the "“Management Agreement"”), (b) after each Borrower has knowledge of a fifty percent (50%) or more change in control of the ownership of Manager, Borrower will promptly give Lender notice thereof (a "“Manager Control Notice"”) and (c) any the Management Agreement may be terminated by Lender at any time for cause (including, but not limited to, Manager’s gross negligence, misappropriation of funds, willful misconduct or fraud) or at any time following (A) the continuance of an uncured monetary Event of Default and acceleration Default, or (B) the receipt of all amounts due under the Loana Manager Control Notice, provided that there otherwise exists a right to terminate the Manager (after all applicable notice and cure periods) under the Management Agreement or less and a substitute managing agent shall be appointed by LenderBorrower, subject to Lender's ’s prior written approval, which may be given or withheld in Lender's reasonable ’s sole discretion and which may be conditioned on, inter alia, a letter from the Rating Agency confirming that any rating issued by the Rating Agency in connection with a Securitization or Mortgage Securitization will not, as a result of the proposed change of Manager, be downgraded from the then current ratings thereof, qualified or withdrawn. Each Borrower may from time to time cause the applicable Owner to appoint a successor manager to manage the Premises with Lender's ’s prior written consent which consent shall not be unreasonably withheld or delayed, provided that any such successor manager shall be a reputable management company which is an meets the Approved Manager Standard and, if required, each Rating Agency shall have confirmed in writing that any rating issued by the Rating Agency in connection with a Securitization or in connection with a Mortgage Securitization will not, as a result of the proposed change of Manager, be downgraded from the then current ratings thereof, qualified or withdrawn. Each Borrower further covenants and agrees that such Borrower shall cause the applicable Owner to require the Manager (or any successor managers) to maintain at all times during the term of the Loan worker's ’s compensation insurance as required by Governmental Authorities.