Common use of MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT Clause in Contracts

MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. Seller has entered into the Franchise Agreement for the operation of the Hotel. At the Closing, Seller shall assign its interest in the Franchise Agreement to Buyer (although Seller shall remain liable for all of its obligations arising under the Franchise Agreement prior to the Closing Date), and Buyer shall assume Seller’s obligations thereunder arising or required to be performed on and after the Closing Date, subject to the consent of the Franchisor, where applicable, to such assignment and assumption and subject to such amendments thereto as may be required or otherwise agreed to by Buyer (including, without limitation, such amendments as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Notwithstanding the foregoing, Buyer covenants and agrees to request that the Franchisor enter into a new franchise agreement with Buyer, effective as of the Closing Date, to replace the existing Franchise Agreement, and, if permitted by the Franchisor without additional cost, expense or delay, Buyer shall, in lieu of taking an assignment of Seller’s interest in the Franchise Agreement, enter into a new franchise agreement with the Franchisor, effective as of the Closing Date, replacing the existing Franchise Agreement and containing terms and conditions acceptable to Buyer. In such case, Seller and the Manager and the Franchisor shall terminate the existing management agreement for the Hotel and the Franchise Agreement as of the Closing Date, and Seller shall be solely responsible for all claims and liabilities arising thereunder. Seller shall convey the Property free and clear of any existing management agreement and/or rights of the Manager and shall obtain the Manager’s consent to the termination of Seller’s existing management agreement, and Seller shall cause the Manager to enter into a new Management Agreement with Buyer at Closing in the form attached hereto as Exhibit “I”. With respect to the Franchise Agreement, Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate in all reasonable respects with Buyer, to obtain the Franchisor’s written consent to the Manager and the new Management Agreement (if required) and to the assignment to Buyer of the Franchise Agreement (or to a new franchise agreement, as the case may be), together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotel under the Brand, and it shall be a condition to Closing for Buyer and Seller that the Franchisor provide such consents. Any fees charged by the Franchisor related to the assignment and amendment of the Franchise Agreement (or to the termination of the Franchise Agreement, as applicable, and the execution of a new franchise agreement, as the case may be), including but not limited to, the payment of license, application, transfer and similar fees thereunder, shall be paid by Buyer, and Buyer shall pay all costs and fees of its attorneys and consultants and all costs associated with any releases or other provisions requested by or for the benefit of Buyer, in each case, incurred in connection with such assignment and/or termination and execution of new agreements. Seller shall be responsible for (i) all costs of terminating Seller’s existing management agreement with the Manager (including without limitation all termination and cancellation fees and/or penalties), (ii) all costs of entering into a new Management Agreement with the Manager (except for Buyer’s attorneys fees, which shall be paid by Buyer). Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with each such assignment and amendment (or in connection with a new franchise agreement, as the case may be), and Seller and Buyer shall diligently pursue obtaining each the same.

MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. At the Closing , (i) at Buyer’s option, either (A) Seller has entered shall terminate the Existing Management Agreement and Buyer shall enter into the Franchise New Management Agreement for the operation of the Hotel. At the Closing, or (B) Seller shall assign its interest in the Existing Management Agreement to Buyer and Buyer shall assume the Existing Management Agreement, and (ii) at Buyer’s option and subject to the approval of the Franchisor, either (A) Seller shall terminate the Existing Franchise Agreement and Buyer shall enter into the New Franchise Agreement or (B) Seller shall assign the Existing Franchise Agreement to Buyer (although Seller shall remain liable for all of its obligations arising under the Franchise Agreement prior to the Closing Date), and Buyer shall assume Seller’s obligations thereunder the Existing Franchise Agreement. Seller shall be solely responsible for all claims and liabilities arising under the Existing Management Agreement and/or the Existing Franchise Agreement prior the Closing Date and, if the Existing Management Agreement or required to be performed the Existing Franchise Agreement is terminated, on and after the Closing Date, subject to the consent of the Franchisor, where applicable, Date as to such assignment terminated agreement or agreements. If the Existing Management Agreement or the Existing Franchise Agreement are assigned to and assumption assumed by Buyer, it shall be a condition to Closing that the terms and subject conditions of such assigned agreement shall be acceptable to such amendments thereto Buyer or shall be amended so as may to be required or otherwise agreed acceptable to by Buyer (including, without limitation, such amendments terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Notwithstanding If Buyer enters into the foregoing, Buyer covenants and agrees to request that New Management Agreement or the Franchisor enter into a new franchise agreement with Buyer, effective as of the Closing Date, to replace the existing New Franchise Agreement, and, if permitted by the Franchisor without additional cost, expense or delay, Buyer shall, in lieu of taking an assignment of Seller’s interest in the Franchise Agreement, enter into a new franchise agreement with the Franchisor, effective as of the Closing Date, replacing the existing Franchise Agreement and containing terms and conditions acceptable to Buyer. In such case, Seller and the Manager and the Franchisor shall terminate the existing management agreement for the Hotel and the Franchise Agreement as of the Closing Date, and Seller shall be solely responsible for all claims and liabilities arising thereunder. Seller shall convey the Property free and clear of any existing management agreement and/or rights of the Manager and shall obtain the Manager’s consent to the termination of Seller’s existing management agreement, and Seller shall cause the Manager to enter into a new Management Agreement with Buyer at Closing in the form attached hereto as Exhibit “I”. With respect to the Franchise Agreement, Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate in all reasonable respects with Buyer, to obtain the Franchisor’s written consent to the Manager and the new Management Agreement (if required) and to the assignment to Buyer of the Franchise Agreement (or to a new franchise agreement, as the case may be), together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotel under the Brand, and it shall be a condition to Closing for Buyer and Seller that the Franchisor provide terms and conditions of such consents. Any fees charged by the Franchisor related to the assignment and amendment of the Franchise Agreement (new agreement or to the termination of the Franchise Agreement, as applicable, and the execution of a new franchise agreement, as the case may be), including but not limited to, the payment of license, application, transfer and similar fees thereunder, agreements shall be paid by acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer, and Buyer shall pay all costs and fees of its attorneys and consultants and all costs associated with any releases or other provisions requested by or for the benefit of ’s and/or Buyer, in each case, incurred in connection with such assignment and/or termination and execution of new agreements’s Affiliates’ REIT structure). Seller shall be responsible for (i) paying all costs related to the termination of terminating Seller’s existing management agreement with the Manager Existing Management Agreement. Buyer shall pay any fees for the transfer of the Existing Franchise Agreement. Upon the full execution of this Contract, Seller shall request the Franchisor to conduct a PIP inspection and prepare a written report of its findings (including without limitation all termination the “PIP Report”). The cost of the PIP inspection and cancellation fees and/or penalties), (ii) all costs the preparation of entering into a new Management Agreement with the Manager (except for Buyer’s attorneys fees, which PIP Report shall be paid by Buyer). Seller shall use best efforts to promptly provide all information required borne solely by the Franchisor in connection with each such assignment and amendment (or in connection with a new franchise agreement, as the case may be)Seller, and Seller and Buyer a copy of the PIP Report shall diligently pursue obtaining each the samebe provided to Buyer.

MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. Seller has entered into Borrower and Op Co Pledgor shall cause Mortgage Borrower and Operating Lessee to cause the Property to be operated in accordance with the Management Agreement and the Franchise Agreement. Borrower and Op Co Pledgor shall and shall cause Mortgage Borrower and Operating Lessee to (a) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement and the Franchise Agreement for on the operation part of Mortgage Borrower or Operating Lessee to be performed and observed, (b) promptly notify Lender of any material default under the Hotel. At the Closing, Seller shall assign its interest in Management Agreement and the Franchise Agreement of which it is aware, (c) promptly deliver to Buyer Lender a copy of each financial statement, business plan, capital expenditures plan, and report received by it under the Management Agreement or the Franchise Agreement and (although Seller shall remain liable for d) promptly enforce the performance and observance of all of its obligations arising the material terms, covenants and conditions required to be performed and/or observed by Manager under the Management Agreement and Franchisor under the Franchise Agreement prior in a commercially reasonable manner. Without limiting the foregoing, Borrower and Op Co Pledgor shall cause Mortgage Borrower and Operating Lessee to use reasonable efforts in a manner consistent with the practices of prudent hotel franchisees in New York City to (A) cause all violations listed on Schedule XII to be remedied to the Closing Date)satisfaction of the applicable Franchisor and provide evidence thereof to Lender and (B) prevent any such violation from becoming a default under the applicable Franchise Agreement. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, and Buyer if Mortgage Borrower or Operating Lessee shall assume Seller’s obligations thereunder arising default in the performance or required observance of any term, covenant or condition of the Management Agreement or the Franchise Agreement on the part of Mortgage Borrower or Operating Lessee to be performed on and after the Closing Dateor observed, subject to the consent of the Franchisor, where applicable, to such assignment and assumption and subject to such amendments thereto as may be required or otherwise agreed to by Buyer (includingthen, without limitationlimiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, such amendments as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Notwithstanding and without waiving or releasing Borrower or Op Co Pledgor from any of its obligations hereunder, under the foregoing, Buyer covenants and agrees to request that other Loan Documents or under the Franchisor enter into a new franchise agreement with Buyer, effective as of the Closing Date, to replace the existing Franchise Agreement, and, if permitted by the Franchisor without additional cost, expense Management Agreement or delay, Buyer shall, in lieu of taking an assignment of Seller’s interest in the Franchise Agreement, enter into a new franchise agreement with Lender shall have the Franchisorright, effective but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause the terms, covenants and conditions of the Closing Date, replacing the existing Franchise Management Agreement and containing terms and conditions acceptable to Buyer. In such case, Seller and the Manager and the Franchisor shall terminate the existing management agreement for the Hotel and the Franchise Agreement as on the part of the Closing Date, and Seller shall Mortgage Borrower or Operating Lessee to be solely responsible for all claims and liabilities arising thereunder. Seller shall convey the Property free and clear of any existing management agreement and/or rights of the Manager and shall obtain the Manager’s consent to the termination of Seller’s existing management agreement, and Seller shall cause the Manager to enter into a new Management Agreement with Buyer at Closing in the form attached hereto as Exhibit “I”. With respect to the Franchise Agreement, Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate performed or observed in all reasonable respects with Buyer, to obtain the Franchisor’s written consent to the Manager and the new Management Agreement (if required) and to the assignment to Buyer of the Franchise Agreement (or to a new franchise agreement, as the case may be), together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotel under the Brand, and it shall be a condition to Closing for Buyer and Seller that the Franchisor provide such consents. Any fees charged by the Franchisor related to the assignment and amendment of the Franchise Agreement (or to the termination of the Franchise Agreement, as applicable, and the execution of a new franchise agreement, as the case may be), including but not limited to, the payment of license, application, transfer and similar fees thereunder, shall be paid by Buyer, and Buyer shall pay all costs and fees of its attorneys and consultants and all costs associated with any releases or other provisions requested by or for the benefit of Buyer, in each case, incurred in connection with such assignment and/or termination and execution of new agreements. Seller shall be responsible for (i) all costs of terminating Seller’s existing management agreement with the Manager (including without limitation all termination and cancellation fees and/or penalties), (ii) all costs of entering into a new Management Agreement with the Manager (except for Buyer’s attorneys fees, which shall be paid by Buyer). Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with each such assignment and amendment (or in connection with a new franchise agreement, as the case may be), and Seller and Buyer shall diligently pursue obtaining each the samematerial respects.

MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. Seller has entered into the Franchise Agreement for the operation of the Hotel. At or prior to the Closing, Seller shall assign its interest in terminate any existing management agreement and the Existing Franchise Agreement to Buyer (although Agreement, and Seller shall remain liable be solely responsible for all of its obligations claims and liabilities arising under the Franchise Agreement thereunder on, prior to or following the Closing Date). As a condition to Closing, and Buyer shall assume Seller’s obligations thereunder arising or required to be performed on and after enter into the Franchise Agreement, effective as of the Closing Date, subject containing terms and conditions acceptable to the consent of the Franchisor, where applicable, to such assignment and assumption and subject to such amendments thereto as may be required or otherwise agreed to by Buyer (including, without limitation, such amendments terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Notwithstanding the foregoing, provided, however, that Buyer covenants and agrees shall use its commercially reasonable efforts to request that the Franchisor enter into a new franchise agreement with Buyer, effective as of the Closing Date, to replace the existing obtain such Franchise Agreement, andand provided, if permitted by the Franchisor without additional costfurther, expense or delaythat Buyer shall not be entitled, Buyer shallas a condition to Closing, in lieu of taking an assignment of Seller’s interest in the Franchise Agreement, enter into to require a new Franchise Agreement containing economic terms more favorable to the owner or franchisee than the economic terms of the Existing Franchise Agreement or that differ in any other material respect from the form of franchise agreement with the Franchisor, effective which Buyer and Franchisor have negotiated previously as their standard form of the Closing Date, replacing the existing Franchise Agreement and containing terms and conditions acceptable to Buyer. In such case, Seller and the Manager and the Franchisor shall terminate the existing management agreement for the Hotel and the Franchise Agreement as of the Closing Date, and Seller shall be solely responsible for all claims and liabilities arising thereunderfranchise agreement. Seller shall convey negotiate a one-time free right of transfer in the Property free and clear of any existing management agreement and/or rights of the Manager and Existing Franchise Agreement which shall permit Buyer to obtain the Manager’s consent to the termination of Seller’s existing management agreement, and Seller shall cause the Manager to enter into a new Management Franchise Agreement with Buyer at Closing in the form attached hereto as Exhibit “I”. With respect to the Franchise Agreement, Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate in all reasonable respects with Buyer, to obtain the Franchisor’s written consent to the Manager and the new Management Agreement (if required) and to the assignment no cost to Buyer (other than Buyer’s costs of the Franchise Agreement (or to a new franchise agreement, as the case may bereview), together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotel under the Brand, and it shall be a condition to Closing for Buyer and Seller that the Franchisor provide such consents. Any fees charged by the Franchisor related to the assignment and amendment of the Franchise Agreement (or to the termination of the Franchise Agreement, as applicable, and the execution of a new franchise agreement, as the case may be), including but not limited to, the payment of license, application, transfer and similar fees thereunder, shall be paid by Buyer, and Buyer shall pay cooperate with Seller in this respect and shall make good faith efforts to obtain a waiver of all costs and fees from Franchisor. In the event Seller is unable to secure this one-time free right of its attorneys and consultants and all costs associated with transfer, Seller shall reimburse Buyer at Closing for any releases or other provisions requested franchise/application fees imposed by or for the benefit of Franchisor on Buyer, in each case, incurred in connection with such assignment and/or termination and execution of new agreements. Seller shall be responsible for (i) paying all costs related to the termination of terminating Seller’s any existing management agreement with and shall indemnify and hold Buyer harmless from and against any and all claims from any persons claiming under any management agreement other than the Manager (including without limitation management agreement entered into between Buyer and Manager. Seller shall be responsible for paying all termination reasonable and cancellation fees and/or penalties), (ii) all actual costs of entering into a new Management Agreement with the Manager (except for Buyer’s attorneys fees, which shall be paid by Buyer)Franchisor related to the termination of the Existing Franchise Agreement. Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with each such assignment and amendment (or in connection with a the new franchise agreement, as the case may be)Franchise Agreement, and Seller and Buyer shall diligently pursue obtaining each the same.

MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. Seller has entered into the Franchise Agreement for the operation of the Hotel. At or prior to the Closing, Seller shall assign its interest in terminate the Existing Management Agreement and the Existing Franchise Agreement to Buyer (although Agreement, and Seller shall remain liable be solely responsible for all of its obligations claims and liabilities arising under the Franchise Agreement thereunder on, prior to or following the Closing Date). As a condition to Closing, and Buyer shall assume Seller’s obligations thereunder arising or required to be performed on and after enter into the Franchise Agreement, effective as of the Closing Date, subject containing terms and conditions acceptable to the consent of the Franchisor, where applicable, to such assignment and assumption and subject to such amendments thereto as may be required or otherwise agreed to by Buyer (including, without limitation, such amendments terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Notwithstanding the foregoing, Buyer covenants and agrees to request that the Franchisor enter into a new franchise agreement with Buyer, effective as of the Closing Date, to replace the existing Franchise Agreement, and, if permitted by the Franchisor without additional cost, expense or delay, Buyer shall, in lieu of taking an assignment of Seller’s interest in the Franchise Agreement, enter into a new franchise agreement with the Franchisor, effective as of the Closing Date, replacing the existing Franchise Agreement and containing terms and conditions acceptable to Buyer. In such case, Seller and the Manager and the Franchisor shall terminate the existing management agreement for the Hotel and the Franchise Agreement as of the Closing Date, and Seller shall be solely responsible for paying all claims and liabilities arising thereunder. Seller shall convey costs related to the Property free and clear termination of any existing management agreement and/or rights of the Manager and shall obtain indemnify and hold Buyer harmless from and against any and all claims from any persons claiming under any management agreement other than the Manager’s consent to the termination of Seller’s existing management agreement, and Seller shall cause the Manager to enter agreement entered into a new Management Agreement with Buyer at Closing in the form attached hereto as Exhibit “I”. With respect to the Franchise Agreement, Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate in all reasonable respects with Buyer, to obtain the Franchisor’s written consent to the Manager and the new Management Agreement (if required) and to the assignment to Buyer of the Franchise Agreement (or to a new franchise agreement, as the case may be), together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotel under the Brand, and it shall be a condition to Closing for between Buyer and Seller that the Franchisor provide such consents. Any fees charged by the Franchisor related to the assignment and amendment of the Franchise Agreement (or to the termination of the Franchise Agreement, as applicable, and the execution of a new franchise agreement, as the case may be), including but not limited to, the payment of license, application, transfer and similar fees thereunder, shall be paid by Buyer, and Buyer shall pay all costs and fees of its attorneys and consultants and all costs associated with any releases or other provisions requested by or for the benefit of Buyer, in each case, incurred in connection with such assignment and/or termination and execution of new agreementsManager. Seller shall be responsible for (i) paying all reasonable and actual costs of terminating Seller’s existing management agreement with the Manager (including without limitation all Franchisor related to the termination and cancellation fees and/or penalties), (ii) all costs of entering into a new Management Agreement with the Manager (except for Buyer’s attorneys fees, which shall be paid by Buyer)Existing Franchise Agreement. Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with each such assignment and amendment (or in connection with a new franchise agreement, as the case may be)New Franchise Agreement, and Seller and Buyer shall diligently pursue obtaining each the same. Seller shall negotiate a one-time free right of transfer in the Existing Franchise Agreement which shall permit Buyer to obtain a new Franchise Agreement at no cost to Buyer (other than Buyer’s costs of review). In the event Seller is unable to secure this one-time free right of transfer, Seller shall reimburse Buyer at Closing for any franchise/application fees imposed by Franchisor on Buyer. Buyer’s obligation to close is expressly contingent on Buyer and Manager entering into a management agreement on terms acceptable to Buyer in its sole and absolute discretion.

MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. Seller has entered into Borrower and Operating Lessee shall cause the Property to be operated in accordance with the Management Agreement and the Franchise Agreement. Borrower and Operating Lessee shall (a) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement and the Franchise Agreement for on the operation part of Borrower or Operating Lessee to be performed and observed, (b) promptly notify Lender of any material default under the Hotel. At the Closing, Seller shall assign its interest in Management Agreement and the Franchise Agreement of which it is aware, (c) promptly deliver to Buyer Lender a copy of each financial statement, business plan, capital expenditures plan, and report received by it under the Management Agreement or the Franchise Agreement and (although Seller shall remain liable for d) promptly enforce the performance and observance of all of its obligations arising the material terms, covenants and conditions required to be performed and/or observed by Manager under the Management Agreement and Franchisor under the Franchise Agreement prior in a commercially reasonable manner. Without limiting the foregoing, Borrower and Operating Lessee shall use reasonable efforts in a manner consistent with the practices of prudent hotel franchisees in New York City to (A) cause all violations listed on Schedule XII to be remedied to the Closing Date)satisfaction of the applicable Franchisor and provide evidence thereof to Lender and (B) prevent any such violation from becoming a default under the applicable Franchise Agreement. If Borrower or Operating Lessee shall default in the performance or observance of any term, and Buyer shall assume Seller’s obligations thereunder arising covenant or required condition of the Management Agreement or the Franchise Agreement on the part of Borrower or Operating Lessee to be performed on and after the Closing Dateor observed, subject to the consent of the Franchisor, where applicable, to such assignment and assumption and subject to such amendments thereto as may be required or otherwise agreed to by Buyer (includingthen, without limitationlimiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, such amendments as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Notwithstanding and without waiving or releasing Borrower or Operating Lessee from any of its obligations hereunder, under the foregoing, Buyer covenants and agrees to request that other Loan Documents or under the Franchisor enter into a new franchise agreement with Buyer, effective as of the Closing Date, to replace the existing Franchise Agreement, and, if permitted by the Franchisor without additional cost, expense Management Agreement or delay, Buyer shall, in lieu of taking an assignment of Seller’s interest in the Franchise Agreement, enter into a new franchise agreement with Lender shall have the Franchisorright, effective but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause the terms, covenants and conditions of the Closing Date, replacing the existing Franchise Management Agreement and containing terms and conditions acceptable to Buyer. In such case, Seller and the Manager and the Franchisor shall terminate the existing management agreement for the Hotel and the Franchise Agreement as on the part of the Closing Date, and Seller shall Borrower or Operating Lessee to be solely responsible for all claims and liabilities arising thereunder. Seller shall convey the Property free and clear of any existing management agreement and/or rights of the Manager and shall obtain the Manager’s consent to the termination of Seller’s existing management agreement, and Seller shall cause the Manager to enter into a new Management Agreement with Buyer at Closing in the form attached hereto as Exhibit “I”. With respect to the Franchise Agreement, Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate performed or observed in all reasonable respects with Buyer, to obtain the Franchisor’s written consent to the Manager and the new Management Agreement (if required) and to the assignment to Buyer of the Franchise Agreement (or to a new franchise agreement, as the case may be), together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotel under the Brand, and it shall be a condition to Closing for Buyer and Seller that the Franchisor provide such consents. Any fees charged by the Franchisor related to the assignment and amendment of the Franchise Agreement (or to the termination of the Franchise Agreement, as applicable, and the execution of a new franchise agreement, as the case may be), including but not limited to, the payment of license, application, transfer and similar fees thereunder, shall be paid by Buyer, and Buyer shall pay all costs and fees of its attorneys and consultants and all costs associated with any releases or other provisions requested by or for the benefit of Buyer, in each case, incurred in connection with such assignment and/or termination and execution of new agreements. Seller shall be responsible for (i) all costs of terminating Seller’s existing management agreement with the Manager (including without limitation all termination and cancellation fees and/or penalties), (ii) all costs of entering into a new Management Agreement with the Manager (except for Buyer’s attorneys fees, which shall be paid by Buyer). Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with each such assignment and amendment (or in connection with a new franchise agreement, as the case may be), and Seller and Buyer shall diligently pursue obtaining each the samematerial respects.

MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. Seller has entered into the Franchise Agreement for the operation of the Hotel. At or prior to the Closing, Seller Sellers shall assign its interest in terminate the Existing Management Agreements and the Existing Franchise Agreement to Buyer (although Seller Agreements, and Sellers shall remain liable be solely responsible for all of its obligations claims and liabilities arising under thereunder on, prior to or following the Franchise Agreement Closing Date. As a condition to Closing, Buyer shall enter into the New Management Agreements in a form to be agreed upon and attached as Exhibit H on or prior to the Closing Date)expiration of the Review Period and the New Franchise Agreements, and Buyer shall assume Seller’s obligations thereunder arising or required to be performed on and after effective as of the Closing Date, subject containing terms and conditions acceptable to the consent of the Franchisor, where applicable, to such assignment and assumption and subject to such amendments thereto as may be required or otherwise agreed to by Buyer (including, without limitation, such amendments terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Notwithstanding the foregoing, Buyer covenants and agrees to request that the Franchisor enter into a new franchise agreement with Buyer, effective as of the Closing Date, to replace the existing Franchise Agreement, and, if permitted by the Franchisor without additional cost, expense or delay, Buyer shall, in lieu of taking an assignment of Seller’s interest in the Franchise Agreement, enter into a new franchise agreement with the Franchisor, effective as of the Closing Date, replacing the existing Franchise Agreement and containing terms and conditions acceptable to Buyer. In such case, Seller and the Manager and the Franchisor shall terminate the existing management agreement for the Hotel and the Franchise Agreement as of the Closing Date, and Seller Sellers shall be solely responsible for paying all claims and liabilities arising thereunder. Seller shall convey the Property free and clear of any existing management agreement and/or rights of the Manager and shall obtain the Manager’s consent costs related to the termination of Seller’s existing management agreement, and Seller the Existing Management Agreements. Sellers shall cause the Manager to enter into a new Management Agreement with Buyer at Closing in the form attached hereto as Exhibit “I”. With respect to the Franchise Agreement, Buyer agrees to apply be responsible for and use reasonable efforts, and Seller shall cooperate in paying all reasonable respects with Buyer, to obtain the Franchisor’s written consent to the Manager and the new Management Agreement (if required) and to the assignment to Buyer actual costs of the Franchise Agreement (or to a new franchise agreement, as the case may be), together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotel under the Brand, and it shall be a condition to Closing for Buyer and Seller that the Franchisor provide such consents. Any fees charged by the Franchisor related to the assignment and amendment termination of the Existing Franchise Agreements; provided, however, if Seller (a) has terminated an Existing Franchise Agreement, (b) is obligated to pay liquidated damages or other fees or penalties to the Franchisor of the terminated Existing Franchise Agreement and (c) either: (1) the obligation to pay liquidated damages, fees, or penalties resulted from Buyer electing to pursue a New Franchise Agreement from a different Franchisor or electing not to seek any New Franchise Agreement at all; or (2) following the termination of the Existing Franchise Agreement, as applicable, and the execution sale of a new franchise agreementHotel is not consummated other than due to a default of the Seller, as the case may be), including but not limited to, the payment of license, application, transfer and similar fees thereunder, shall be paid by Buyer, and then Buyer shall pay all costs and fees of its attorneys and consultants and all costs associated with any releases or other provisions requested by or for the benefit of Buyer, in each case, incurred in connection with such assignment and/or termination and execution of new agreements. Seller shall be responsible for such termination damages owed to Franchisor; provided, further, that in the event the foregoing (ia) all costs through (c) occurs or is reasonably likely to occur, Seller shall use commercially reasonable efforts to revoke its termination of terminating Seller’s existing management agreement with the Manager (including without limitation all termination Existing Franchise Agreement prior to the effective date of termination. Sellers and cancellation fees and/or penalties), (ii) all costs of entering into a new Management Agreement with the Manager (except for Buyer’s attorneys fees, which shall be paid by Buyer). Seller Buyer shall use best efforts to promptly provide all information required by the Franchisor in connection with each such assignment and amendment (or in connection with a new franchise agreement, as the case may be)New Franchise Agreements, and Seller Sellers and Buyer shall diligently pursue obtaining each the same. Buyer shall be responsible for paying all application fees for the New Franchise Agreements. As a condition to Buyer’s and Seller’s obligation to close under this Contract, Buyer and Manager shall agree, on or before the expiration of the Review Period, on the form and substance of the New Management Agreements.

MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. Seller has entered into the Franchise Agreement for the operation of the Hotel. At or prior to the Closing, Seller shall assign its interest in terminate the Existing Management Agreement and use commercially reasonable efforts to terminate the Existing Franchise Agreement to Buyer (although Agreement, and Seller shall remain liable be solely responsible for all of its obligations claims and liabilities arising under the Franchise Agreement thereunder on, prior to or following the Closing Date), and . Buyer shall assume Seller’s obligations thereunder arising or required use commercially reasonable efforts to be performed on enter into the New Management Agreement and after the New Franchise Agreement, effective as of the Closing Date, subject containing terms and conditions reasonably acceptable to the consent of the Franchisor, where applicable, to such assignment and assumption and subject to such amendments thereto as may be required or otherwise agreed to by Buyer (including, without limitation, such amendments terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Notwithstanding the foregoing, Buyer covenants and agrees to request that the Franchisor enter into a new franchise agreement with Buyer, effective as of the Closing Date, to replace the existing Franchise Agreement, and, if permitted by the Franchisor without additional cost, expense or delay, Buyer shall, in lieu of taking an assignment of Seller’s interest in the Franchise Agreement, enter into a new franchise agreement with the Franchisor, effective as of the Closing Date, replacing the existing Franchise Agreement and containing terms and conditions acceptable to Buyer. In such case, Seller and the Manager and the Franchisor shall terminate the existing management agreement for the Hotel and the Franchise Agreement as of the Closing Date, and Seller shall be solely responsible for paying all claims costs and liabilities arising thereunder. Seller shall convey the Property free and clear of any existing management agreement and/or rights of the Manager and shall obtain the Manager’s consent to the termination of Seller’s existing management agreement, and Seller shall cause the Manager to enter into a new Management Agreement with Buyer at Closing in the form attached hereto as Exhibit “I”. With respect to the Franchise Agreement, Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate in all reasonable respects with Buyer, to obtain the Franchisor’s written consent to the Manager and the new Management Agreement fees (if requiredincluding attorneys fees) and to the assignment to Buyer of the Franchise Agreement (or to a new franchise agreement, as the case may be), together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotel under the Brand, and it shall be a condition to Closing for Buyer and Seller that the Franchisor provide such consents. Any fees charged by the Franchisor related to the assignment and amendment of the Franchise Agreement (or to the termination of the Existing Management Agreement and the Existing Franchise Agreement, as applicable, and the execution of a new franchise agreement, as the case may be), including but not limited to, the payment of licenseall termination and cancellation fees and/or penalties, application, transfer and similar fees thereunder, shall be paid by Buyer, and Buyer shall pay all costs and fees of its attorneys and consultants and consultants, all costs associated with any releases or other provisions requested by or for the benefit of BuyerSeller, provided, however, that, notwithstanding the foregoing, Buyer shall pay the termination fee (if any) payable to the Franchisor pursuant to Section XVIII E of the Existing Franchise Agreement (not to exceed the liquidated damages amount calculated pursuant to such Section) in each caseorder to terminate the Existing Franchise Agreement as a result of a sale of the Hotel pursuant to this Contract, provided further, that Buyer shall not be responsible for payment of (x) any costs, expenses, fees or liabilities resulting from any default or other act or omission by Seller under the Existing Franchise Agreement (including, without limitation, any costs, expenses, fees or liabilities relating to termination of any franchise or license agreement between Seller and the Franchisor and/or any Affiliate of either of them relating to any hotel other than the Hotel), or (y) any accrued but unpaid monetary obligations or payments payable to Franchisor or any of its Affiliates under the Existing Franchise Agreement up to the date of termination thereof, all of which shall be the responsibility of, and shall be paid by, Seller. Buyer shall also pay all license, application and similar fees related to the New Management Agreement and the New Franchise Agreement and the costs of any PIP improvements required by the Franchisor, where applicable, incurred in connection with such assignment and/or termination the New Franchise Agreement. Buyer and execution of new agreements. Seller shall be responsible for (i) all costs of terminating Seller’s existing management agreement with the Manager (including without limitation all termination and cancellation fees and/or penalties), (ii) all costs of entering into a new Management Agreement with the Manager (except for Buyer’s attorneys fees, which shall be paid by Buyer). Seller shall use best commercially reasonable efforts to promptly provide all information required by the Manager or the Franchisor in connection with each such assignment the New Management Agreement and amendment (or in connection with a new franchise agreementthe New Franchise Agreement, as the case may be), and Seller and Buyer shall diligently pursue obtaining each the same.