Common use of Management Agreement Clause in Contracts

Management Agreement. (a) Borrower shall (i) diligently perform, observe and enforce all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) Borrower shall (i) diligently perform, cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner to notify) Lender of the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of under the Management Agreement on of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the part Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of Borrower all of the covenants required to be performed and observed and deliver to Lender by Manager under the Management Agreement, the failure of which covenants could cause a true copy of each such noticeMaterial Adverse Effect. Without Lender’s prior written consent, which consent shall (not to be unreasonably withheld, conditioned or delayed), Borrower shall not surrender permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of the term of the Management Agreement, ; (c) increase or consent to the assignment by Manager increase of its interest the amount of any charges under the Management Agreement, or terminate or cancel the Management Agreement or ; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the Management Agreement, in ; or (e) suffer or permit the occurrence and continuance of a default beyond any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and applicable cure period under the Management Agreement shall be kept unimpaired and free from default(or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement). Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and Borrower may from time to time for cause Owner to appoint a successor manager to manage the purpose of taking any such action. If Manager shall deliver Property, provided that (A) Borrower provides to Lender a copy prompt notice of any notice sent such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of default under management agreement substantially in the Management Agreement, such notice shall constitute full protection form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender for any action taken or omitted to be taken by Lender and (D) such successor manager has the management expertise in good faith, managing properties similar in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred size and type to the date of payment to Lender, property (provided that such condition shall be deemed to constitute a portion of satisfied if the Debtsuccessor manager is CB Xxxxxxx Xxxxx, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender thereforXxxxx Xxxx, or PM Realty Group).

Management Agreement. (a) The Improvements on the Properties are operated and managed as “U-Store-It” self-service storage facilities (other than the Properties set forth on Schedule 4.1.31 attached hereto) under the terms and conditions of the Management Agreement, which have been approved by Lender including the management fees and any other items set forth therein. The Properties (other than the Properties set forth on Schedule 4.1.31 attached hereto) shall at all times continue to be operated as “U-Store-It” self-service storage facilities or under such other tradename or trademark as may be approved by Lender. In no event shall the management fees under the Management Agreement exceed three percent (3%) of the gross income derived from the applicable Individual Property. Borrower shall shall, (i) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement Agreement, on the part of Borrower to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and . Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement Agreement, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement Agreement, in any respect, and any such surrender of the Management Agreement Agreement, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement Agreement, without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person Person designated by Lender shall have, and are hereby granted, the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if not, and shall not permit the Manager to, sub-contracts to a third party or an affiliate contract any or all of its management responsibilities under the Management AgreementAgreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld. Borrower shall, from time to time, use its best efforts to obtain from the Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument Instruments and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. Except as otherwise provided below, Tenant shall not enter into, amend, surrender or modify any Management Agreement with a Person that is not an Affiliated Person as to Marriott or Crestline without Landlord's prior written consent, which consent may be given or withheld in Landlord's sole but reasonable discretion. Tenant may from time to time, and in accordance with and subject to the Owner Agreement, without Landlord's consent, enter into, and/or terminate, in accordance with their respective terms, Management Agreements with its Affiliated Persons or Marriott and also with other Persons pursuant to Sections 4.1.1(b), 14.3(c) and 0 delegating operational authority for the day-to-day operation of the Leased Property to Manager provided that any such Management Agreement shall provide (a) Borrower shall (i) diligently perform, observe and enforce all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and all amounts due from Tenant to the Manager other than the System fee, shall be subordinate to the Lease and all amounts due from Tenant to Landlord under the Lease, and (iib) promptly notify Lender for the termination thereof upon the termination of this Agreement, and provided, further, that Landlord shall, if it succeeds to Tenant's rights under any management agreement, and each management agreement shall so provide, be bound only by the giving of any notice last management agreement or amendment thereto to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consentwhich it consented, which consent shall not be unreasonably withheld, conditioned or delayeddelayed and provided further that, Borrower shall not surrender the Management Agreement, consent to the assignment by Manager except in respect of its interest under the Management Agreement, or terminate or cancel the any Management Agreement or modifyentered into pursuant to Section 14.3(c), change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement shall not, in Landlord's and its counsel's reasonable opinion, cause the Rent to fail to qualify as may be requested "rents from real property" within the meaning of Section 856(d) of the Code, it being agreed by Lender. Borrower shall exercise each individual option, Tenant that if any, to extend or renew Landlord and its counsel reasonably conclude that the term terms of the Management Agreement upon demand by Lender made at any time within one (1) year will have such an effect, then Tenant will modify the terms of the last day upon which Management Agreement so that the Management Agreement, in the reasonable opinion of Landlord and its counsel, does not cause the Rent to be so characterized under the Code. Landlord shall have no right to enforce Tenant's rights under any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred Management Agreement, except with respect to the date termination thereof following termination of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender thereforthis Agreement.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the management fees under the Management Agreement exceed three percent (3%) of the gross income derived from the Property. Pledgor shall cause Mortgage Borrower shall to (i) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement Agreement, on the part of Mortgage Borrower to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Mortgage Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Mortgage Borrower of any default by Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Mortgage Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent Pledgor shall not be unreasonably withheld, conditioned or delayed, cause Mortgage Borrower shall to not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writingwriting without the Lender’s prior written consent, and Borrower hereby assigns to Lender as further security for which consent shall not be unreasonably, withheld, conditioned or delayed. In the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender event that the Management Agreement expires or is terminated (without limiting any obligation of Pledgor to terminate, cancel, modify, change, supplement, alter obtain Lender’s consent to any termination or amend modification of the Management Agreement in any respectaccordance with the terms and provisions of this Agreement), and any such surrender of the Pledgor shall cause Mortgage Borrower to promptly enter into a Replacement Management Agreement with Manager or terminationanother Qualified Manager, cancellationas applicable. Subject to the rights of Mortgage Lender, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If if Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Mortgage Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower Pledgor from any of its obligations hereunder, Pledgor shall permit Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Mortgage Borrower to be performed or observed to be promptly performed or observed on behalf of Mortgage Borrower, to the end that the rights of Mortgage Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such action. Pledgor shall cause Lender and any person Person designated by Lender shall have, and are hereby granted, to have the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Pledgor or Mortgage Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Pledgor shall cause Mortgage Borrower to not, and shall notify Lender if not permit the Manager to, sub-contracts to a third party or an affiliate contract any or all of its management responsibilities under the Management AgreementAgreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. Borrower Pledgor shall, from time to time, use its best commercially reasonable efforts to obtain from the Manager under the Management Agreement such certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument Pledge Agreement and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) Borrower shall (i) diligently performmaintain, observe or cause to be maintained, the Management Agreement in full force and effect and timely perform all of Borrower's obligations thereunder and enforce performance in all material respects of all obligations of the termsManager thereunder, covenants and conditions except as otherwise permitted by the Loan Documents, not permit the termination or amendment of the Management Agreement on unless the part of Borrower to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consentconsent of Lender is first obtained, which consent shall not be unreasonably withheld, conditioned or delayed. Borrower shall cause the Manager to enter into an assignment and subordination of the management agreement in form satisfactory to Lender (the "Subordination of Management Agreement"). The Subordination of Management Agreement shall assign and subordinate the Manager's interests in the Property and all fees and other rights of the Manager pursuant to the Management Agreement to the rights of Lender. Upon an Event of Default, Borrower shall, at Lender's request made at any time while such Event of Default continues, terminate, or cause the termination of, the Management Agreement. After the date hereof, Borrower shall not surrender enter into any agreement relating to the management of the Property with any party without the express written consent of Lender (which consent shall not be unreasonably withheld to the extent that such manager is an affiliate of Borrower); provided, however, with respect to a new manager of the Property (but not a leasing agent or subcontractor appointed in accordance with the Management Agreement, ) such consent may also be conditioned upon Borrower delivering (i) a Rating Comfort Letter with respect to such new manager and management agreement (other than a Qualified Manager that is Controlled (in the assignment sense of clause (ii) of the defined term "Control") by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writingREIT), and Borrower hereby assigns (ii) evidence satisfactory to Lender as further security for (which shall include, at the payment request of Lender, a legal non-consolidation opinion acceptable to Lender) that the Debt single purpose nature and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf bankruptcy remoteness of Borrower, to its shareholders, partners or members, as the end that case may be, after the rights engagement of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from defaultnew manager are in accordance with the requirements of the Rating Agencies. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property If at any time and from time Lender consents to time for the purpose appointment of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreementnew manager, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. new manager and Borrower shall, from time to timeas a condition of Lender's consent, use its best efforts to obtain from Manager under execute an assignment and subordination of such management agreement in the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested form then used by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) Borrower shall (i) diligently performmaintain, observe or cause to be maintained, the Management Agreement in full force and effect and timely perform all of Borrower’s obligations thereunder and enforce performance in all material respects of all obligations of the termsManager thereunder, covenants and conditions except as otherwise permitted by the Loan Documents, not permit the termination or amendment of the Management Agreement on unless the part of Borrower to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consentconsent of Lender is first obtained, which consent shall not be unreasonably withheld, conditioned or delayed. Borrower shall cause the Manager to enter into an assignment and subordination of the management agreement in form satisfactory to Lender (the “Subordination of Management Agreement”). The Subordination of Management Agreement shall assign and subordinate the Manager’s interests in the Property and all fees and other rights of the Manager pursuant to the Management Agreement to the rights of Lender. Upon an Event of Default, Borrower shall, at Lender’s request made at any time while such Event of Default continues, terminate, or cause the termination of, the Management Agreement. After the date hereof, Borrower shall not surrender enter into any agreement relating to the management of the Property with any party without the express written consent of Lender (which consent shall not be unreasonably withheld to the extent that such manager is an affiliate of Borrower); provided, however, with respect to a new manager of the Property (but not a leasing agent or subcontractor appointed in accordance with the Management Agreement, ) such consent may also be conditioned upon Borrower delivering (i) a Rating Comfort Letter (if required pursuant to a Pooling and Servicing Agreement from and after the assignment occurrence of a Securitization) with respect to such new manager and management agreement (other than a Qualified Manager that is Controlled (in the sense of clause (ii) of the defined term “Control”) by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writingREIT), and Borrower hereby assigns (ii) evidence satisfactory to Lender as further security for (which shall include, at the payment request of Lender, a legal non-consolidation opinion acceptable to Lender) that the Debt single purpose nature and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf bankruptcy remoteness of Borrower, to its shareholders, partners or members, as the end that case may be, after the rights engagement of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from defaultnew manager are in accordance with the requirements of the Rating Agencies. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property If at any time and from time Lender consents to time for the purpose appointment of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreementnew manager, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. new manager and Borrower shall, from time to timeas a condition of Lender’s consent, use its best efforts to obtain from Manager under execute an assignment and subordination of such management agreement in the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested form then used by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the management fees under the Management Agreement exceed three percent (3%) of the gross income derived from the Property. Borrower shall (i) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement Agreement, on the part of Borrower to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writingwriting without the Lender’s prior written consent, which consent shall not be unreasonably, withheld, conditioned or delayed. In the event that the 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. Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement Agreement, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement Agreement, in any respect, and any such surrender of the Management Agreement Agreement, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement Agreement, without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person Person designated by Lender shall have, and are hereby granted, the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if not, and shall not permit the Manager to, sub-contracts to a third party or an affiliate contract any or all of its management responsibilities under the Management AgreementAgreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. Borrower shall, from time to time, use its best commercially reasonable efforts to obtain from the Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be reasonably requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument Instruments and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) The Properties are currently self-managed by Mortgage Borrower. In the event that the Improvements on each Individual Property are operated under the terms and conditions of a Management Agreement, the provisions of this Section 5.1.18 shall apply. Borrower shall not permit any Mortgage Borrower Entity to retain a manager to manage any Individual Property unless such manager is a Qualified Manager and has entered into a Management Agreement and an Agreement Regarding Management Agreement, each in form and substance, reasonably acceptable to Lender. All management fees payable pursuant to the Management Agreements shall be market fees similar to those payable to managers of properties of a similar type and quality pursuant to arm’s-length management agreements, taking into account differences in the quality or level of service provided; provided, however, that if TSP or an Affiliate of TSP is employed as Manager of the Properties, such fees payable to TSP or such Affiliate, as the case may be, shall be deemed to be market and arm’s-length. Borrower shall cause Mortgage Borrower to (i) diligently perform, perform and observe and enforce all of the material terms, covenants and conditions of the Management Agreement Agreements on the part of Mortgage Borrower to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Mortgage Borrower under the Management Agreement Agreements and (ii) promptly notify Lender of the giving of any notice to Mortgage Borrower of any default by Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of the any Management Agreement on the part of Mortgage Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not cause or permit Mortgage Borrower to surrender the any Management Agreement, consent to the assignment by Manager of its interest under the any Management Agreement, or terminate or cancel the any Management Agreement or modify, change, supplement, alter or amend the Management Agreementor, in any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancelrespect that would have a Material Adverse Effect, modify, change, supplement, alter or amend any Management Agreement, either orally or in writing. Notwithstanding the foregoing, Borrower shall be entitled to cause or permit Mortgage Borrower to enforce and terminate any Management Agreement in accordance with the terms thereof; provided, however, that if the Management Agreement in for any respectIndividual Property is terminated, Borrower shall cause the applicable Mortgage Borrower Entity to simultaneously enter into a replacement Management Agreement for such Individual Property. Subject to the rights of Mortgage Lender pursuant to the terms and any such surrender conditions of the Management Agreement or terminationMortgage Loan Documents, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If if Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the any Management Agreement on the part of Mortgage Borrower to be performed or observed, and such default shall continue beyond the expiration of any applicable grace or cure period, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the such Management Agreement on the part of Mortgage Borrower to be performed or observed to be promptly performed or observed on behalf of Mortgage Borrower, to the end that the rights of Mortgage Borrower in, to and under the such Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the any Individual Property at any time and from time to time while an uncured Event of Default exists for the purpose of taking any such action. If the Manager under any Management Agreement shall deliver to Lender a copy of any notice sent to Borrower or Mortgage Borrower of default under the such Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if the Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the any Management Agreement. Borrower shall, from time to time, use its best efforts (or commercially reasonable efforts, at any time when the Manager under any Management Agreement is not an Affiliate of Borrower, Mortgage Borrower, any Principal, Guarantor or TSP) to obtain from the Manager under the such Management Agreement such certificates of estoppel with respect to compliance by Mortgage Borrower and Manager with the terms of the such Management Agreement as may be reasonably requested by Lender. Borrower shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of the each Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph Section 5.1.18(a) shall bear interest at the Default Rate from the date which is ten (10) Business Days after the date Lender first makes written demand upon Borrower for reimbursement of such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument Pledge Agreement and the other Loan Documents and shall be immediately due and payable promptly upon demand by Lender therefor.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the base management fees under the Management Agreement exceed three percent (3%) of the gross income derived from the Property and any incentive management fees shall not accrue. All fees (base, incentive, termination or otherwise) due under the Management Agreement must be subordinate in lien and payment to the related Security Instrument and this Agreement (other than base management fees not in excess of three percent (3%) of the gross income derived from the Property). Borrower shall, or shall cause the Operating Tenant to (i) diligently perform, perform and observe and enforce all of the material terms, covenants and conditions of the Management Agreement Agreement, on the part of Borrower or Operating Tenant to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower and Operating Tenant under the Management Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Borrower or Operating Tenant of any default by Borrower or Operating Tenant in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower or Operating Tenant to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent Neither Borrower nor Operating Tenant shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any material respect, either orally or in writing, . Borrower and Borrower Operating Tenant hereby assigns assign to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower and Operating Tenant to surrender the Management Agreement Agreement, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement Agreement, in any material respect, and any such surrender of the Management Agreement Agreement, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement Agreement, without the prior consent of Lender shall be void and of no force and effect. Notwithstanding the foregoing, Borrower or Operating Tenant may terminate a Management Agreement provided that Borrower or Operating Tenant simultaneously enters into a Replacement Management Agreement with a Qualified Manager. If Borrower or Operating Tenant shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower or Operating Tenant to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, upon five (5) days prior notice to Borrower, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower or Operating Tenant to be performed or observed to be promptly performed or observed on behalf of BorrowerBorrower or Operating Tenant, to the end that the rights of Borrower or Operating Tenant in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person Person designated by Lender shall have, and are hereby granted, the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Borrower or Operating Tenant of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Neither Borrower nor Operating Tenant shall, and shall notify Lender if not permit the Manager to, sub-contracts to a third party or an affiliate contract any or all of its management responsibilities under the Management AgreementAgreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld. Borrower and Operating Tenant shall, from time to time, use its best efforts to obtain from the Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower and Operating Tenant with the terms of the Management Agreement as may be requested by LenderLender (which requests shall be made no more frequently than once in any consecutive twelve month period unless such request is made in connection with a Securitization). Borrower and Operating Tenant shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of or prior to the last day upon period within which any such option may be exercised, and Borrower and Operating Tenant hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower and Operating Tenant, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument Instruments and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor. Borrower represents that Interstate Management Company, L.L.C., the current manager of the Properties, is not an Affiliate of, nor Affiliated with, Borrower, Mezzanine Borrower or Guarantor.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the base management fees under the Management Agreement exceed three percent (3%) of the gross income derived from the Property and any incentive management fees shall not accrue. All fees (base, incentive, termination or otherwise) due under the Management Agreement must be subordinate in lien and payment to this Agreement (other than base management fees not in excess of three percent (3%) of the gross income derived from the Property). Borrower shall cause Mortgage Borrower to cause Operating Tenant to (i) diligently perform, perform and observe and enforce all of the material terms, covenants and conditions of the Management Agreement Agreement, on the part of Mortgage Borrower or Operating Tenant to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Mortgage Borrower and Operating Tenant under the Management Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Mortgage Borrower or Operating Tenant of any default by Mortgage Borrower or Operating Tenant in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Mortgage Borrower or Operating Tenant to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Neither Borrower nor Mortgage Borrower shall not cause Operating Tenant to surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any material respect, either orally or in writing. Notwithstanding the foregoing, and Mortgage Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the or Operating Tenant may terminate a Management Agreement provided that Borrower or to terminate, cancel, modify, change, supplement, alter or amend the Operating Tenant simultaneously enters into a Replacement Management Agreement in any respectwith a Qualified Manager. Subject to the rights of Mortgage Lender, and any such surrender of the Management Agreement if Mortgage Borrower or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower Operating Tenant shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Mortgage Borrower or Operating Tenant to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender Borrower shall have the rightpermit Lender, but shall be under no obligationupon five (5) days prior notice to Borrower, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Mortgage Borrower or Operating Tenant to be performed or observed to be promptly performed or observed on behalf of BorrowerMortgage Borrower or Operating Tenant, to the end that the rights of Mortgage Borrower or Operating Tenant in, to and under the Management Agreement shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such action. Borrower shall cause Lender and any person Person designated by Lender shall to have, and are hereby granted, the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Mortgage Borrower or Operating Tenant of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. None of Borrower, Mortgage Borrower shall notify Lender if or Operating Tenant shall, or permit, the Manager to, sub-contracts to a third party or an affiliate contract any or all of its management responsibilities under the Management AgreementAgreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld. Borrower shall, or cause Mortgage Borrower to cause Operating Tenant to, from time to time, use its best efforts to obtain from the Manager under the Management Agreement such certificates of estoppel with respect to compliance by Mortgage Borrower and Operating Tenant with the terms of the Management Agreement as may be requested by LenderLender (which requests shall be made no more frequently than once in any consecutive twelve month period unless such request is made in connection with a Securitization). Borrower and Mortgage Borrower shall cause Operating Tenant to exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of or prior to the last day upon period within which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument Pledge Agreement and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor. Borrower represents that Interstate Management Company, L.L.C., the current manager of the Properties, is not an Affiliate of, nor Affiliated with, Borrower, Mortgage Borrower or Guarantor.

Management Agreement. (a) The Improvements on the Properties are operated and managed as "U-Store-It" self-service storage facilities (other than the Properties set forth on Schedule 4.1.31 attached hereto) under the terms and conditions of the Management Agreement, which have been approved by Lender including the management fees and any other items set forth therein. The Properties (other than the Properties set forth on Schedule 4.1.31 attached hereto) shall at all times continue to be operated as "U-Store-It" self-service storage facilities or under such other tradename or trademark as may be approved by Lender. In no event shall the management fees under the Management Agreement exceed four percent (4%) of the gross income derived from the applicable Individual Property. Borrower shall shall, (i) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement Agreement, on the part of Borrower to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and . Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement Agreement, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement Agreement, in any respect, and any such surrender of the Management Agreement Agreement, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement Agreement, without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person Person designated by Lender shall have, and are hereby granted, the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if not, and shall not permit the Manager to, sub-contracts to a third party or an affiliate contract any or all of its management responsibilities under the Management AgreementAgreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld. Borrower shall, from time to time, use its best efforts to obtain from the Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument Instruments and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) If Borrower shall engage a Manager to manage the Property, Borrower shall (i) diligently perform, observe and enforce all of the terms, covenants and conditions of the any Management Agreement Agreement, if any, on the part of Borrower to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the any such Management Agreement and (ii) promptly notify Lender of the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the any such Management Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the any Management Agreement, consent to the assignment by Manager of its interest under the any Management Agreement, or terminate or cancel the any Management Agreement or modify, change, supplement, alter or amend the any Management Agreement, in any material respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the any Management Agreement in any respect, and any such surrender of the any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the any Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) Borrower shall will (i) diligently performcause the Property to be managed pursuant to the Management Agreement, (ii) promptly perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder, (iiiii) promptly notify Lender of any default under the giving Management Agreement of which it is aware, (iv) promptly deliver to Lender a copy of any other notice to Borrower of given for any default other reason by Borrower in to Manager pursuant to the performance or observance of any of the terms, covenants or conditions terms of the Management Agreement on Agreement, and (v) promptly accept and/or enforce the part performance and observance of Borrower all of the covenants required to be performed and observed and deliver to Lender a true copy of each such noticeby Manager under the Management Agreement. Without Lender’s prior written consent, which such consent shall not to be unreasonably withheld, conditioned or delayedexercised in Lender’s sole and absolute discretion, Borrower shall will not surrender (a) surrender, terminate, cancel, extend or renew the Management Agreement, waive any defaults thereunder, or otherwise replace the Manager or enter into any other management agreement, (b) reduce or consent to the assignment by Manager reduction of its interest the term of the Management Agreement, (c) increase or consent to the increase of the amount of any charges under the Management Agreement, or terminate or cancel the Management Agreement or (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the Management Agreement, in (e) suffer or permit the occurrence and continuance of a default beyond any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and applicable cure period under the Management Agreement shall (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or any successor management agreement), or (f) knowingly permit the ownership, management, or control of the Manager to be kept unimpaired and free from defaulttransferred to any Person except as otherwise permitted pursuant to Section 18.1 of the Management Agreement. Lender and Borrower will not assign, pledge, delegate, waive or transfer any person designated by Lender shall haveinterests, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default rights or obligations under the Management Agreement, such notice shall constitute full protection including the proceeds thereof, Borrower will not borrow, or accept any forbearance to collect, any amount due from it to Manager or any affiliate of Manager without the prior written consent of Lender. Lender for may ender a cure or to cure any action taken default or omitted to be taken by Lender purported default in good faith, in reliance thereon. the obligations of Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand and that any cost incurred by Lender made at any time within one (1) year in connection with such cure or attempt to cure will constitute an additional advance as a demand obligation of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to Borrower under this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument Agreement and the other Loan Documents and shall be immediately due and payable upon demand by Lender thereforDocuments.

Management Agreement. (a) The Improvements on the Property are operated under the terms and conditions of the Management Agreement. In no event shall the base management fees under the Management Agreement exceed three percent (3%) of the gross income derived from the Property and any incentive management fees shall not accrue. All fees (base, incentive, termination or otherwise) due under the Management Agreement must be subordinate in lien and payment to the Security Instrument and this Agreement (other than base management fees not in excess of three percent (3%) of the gross income derived from the Property). Borrower shall, or shall cause the Operating Tenant to (i) diligently perform, perform and observe and enforce all of the material terms, covenants and conditions of the Management Agreement Agreement, on the part of Borrower or Operating Tenant to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower and Operating Tenant under the Management Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Borrower or Operating Tenant of any default by Borrower or Operating Tenant in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower or Operating Tenant to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent Neither Borrower nor Operating Tenant shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any material respect, either orally or in writing, . Borrower and Borrower Operating Tenant hereby assigns assign to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower and Operating Tenant to surrender the Management Agreement Agreement, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement Agreement, in any material respect, and any such surrender of the Management Agreement Agreement, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement Agreement, without the prior consent of Lender shall be void and of no force and effect. Notwithstanding the foregoing, Borrower or Operating Tenant may terminate the Management Agreement provided that Borrower or Operating Tenant simultaneously enters into a Replacement Management Agreement with a Qualified Manager. If Borrower or Operating Tenant shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower or Operating Tenant to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, upon five (5) days prior notice to Borrower, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower or Operating Tenant to be performed or observed to be promptly performed or observed on behalf of BorrowerBorrower or Operating Tenant, to the end that the rights of Borrower or Operating Tenant in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person Person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Borrower or Operating Tenant of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Neither Borrower nor Operating Tenant shall, and shall notify Lender if not permit the Manager to, sub-contracts to a third party or an affiliate contract any or all of its management responsibilities under the Management AgreementAgreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld. Borrower and Operating Tenant shall, from time to time, use its best efforts to obtain from the Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower and Operating Tenant with the terms of the Management Agreement as may be requested by LenderLender (which requests shall be made no more frequently than once in any consecutive twelve month period unless such request is made in connection with a Securitization). Borrower and Operating Tenant shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of or prior to the last day upon period within which any such option may be exercised, and Borrower and Operating Tenant hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower and Operating Tenant, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor. Borrower represents that Interstate Management Company, L.L.C., the current manager of the Property, is not an Affiliate of, nor Affiliated with, Borrower or Guarantor.

Management Agreement. (a) The Properties are currently self-managed by Mortgage Borrower. In the event that the Improvements on each Individual Property are operated under the terms and conditions of a Management Agreement, the provisions of this Section 5.1.18 shall apply. Borrower shall not permit any Mortgage Borrower Entity to retain a manager to manage any Individual Property unless such manager is a Qualified Manager and has entered into a Management Agreement and an Agreement Regarding Management Agreement, each in form and substance, reasonably acceptable to Lender. All management fees payable pursuant to the Management Agreements shall be market fees similar to those payable to managers of properties of a similar type and quality pursuant to arm’s-length management agreements, taking into account differences in the quality or level of service provided; provided, however, that if TSP or an Affiliate of TSP is employed as Manager of the Properties, such fees payable to TSP or such Affiliate, as the case may be, shall be deemed to be market and arm’s-length. Borrower shall cause Mortgage Borrower to (i) diligently perform, perform and observe and enforce all of the material terms, covenants and conditions of the Management Agreement Agreements on the part of Mortgage Borrower to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Mortgage Borrower under the Management Agreement Agreements and (ii) promptly notify Lender of the giving of any notice to Mortgage Borrower of any default by Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of the any Management Agreement on the part of Mortgage Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not cause or permit Mortgage Borrower to surrender the any Management Agreement, consent to the assignment by Manager of its interest under the any Management Agreement, or terminate or cancel the any Management Agreement or modify, change, supplement, alter or amend the Management Agreementor, in any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancelrespect that would have a Material Adverse Effect, modify, change, supplement, alter or amend any Management Agreement, either orally or in writing. Notwithstanding the foregoing, Borrower shall be entitled to cause or permit Mortgage Borrower to enforce and terminate any Management Agreement in accordance with the terms thereof; provided, however, that if the Management Agreement in for any respectIndividual Property is terminated, Borrower shall cause the applicable Mortgage Borrower Entity to simultaneously enter into a replacement Management Agreement for such Individual Property. Subject to (x) the rights of Mortgage Lender pursuant to the terms and any such surrender conditions of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment Mortgage Loan Documents and (y) the rights of Mezzanine A Lender pursuant to the terms and conditions of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Mezzanine A Loan Documents, if Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the any Management Agreement on the part of Mortgage Borrower to be performed or observed, and such default shall continue beyond the expiration of any applicable grace or cure period, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the such Management Agreement on the part of Mortgage Borrower to be performed or observed to be promptly performed or observed on behalf of Mortgage Borrower, to the end that the rights of Mortgage Borrower in, to and under the such Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the any Individual Property at any time and from time to time while an uncured Event of Default exists for the purpose of taking any such action. If the Manager under any Management Agreement shall deliver to Lender a copy of any notice sent to Borrower or Mortgage Borrower of default under the such Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if the Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the any Management Agreement. Borrower shall, from time to time, use its best efforts (or commercially reasonable efforts, at any time when the Manager under any Management Agreement is not an Affiliate of Borrower, Mortgage Borrower, any Principal, Guarantor or TSP) to obtain from the Manager under the such Management Agreement such certificates of estoppel with respect to compliance by Mortgage Borrower and Manager with the terms of the such Management Agreement as may be reasonably requested by Lender. Borrower shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of the each Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph Section 5.1.18(a) shall bear interest at the Default Rate from the date which is ten (10) Business Days after the date Lender first makes written demand upon Borrower for reimbursement of such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument Pledge Agreement and the other Loan Documents and shall be immediately due and payable promptly upon demand by Lender therefor.

Management Agreement. (a) Borrower The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. Operating Lessee shall (i) diligently perform, perform and observe and enforce all of the material terms, covenants and conditions of the each Management Agreement Agreement, on the part of Borrower Operating Lessee to be performed, performed and observed and enforced to in accordance with the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement terms thereof and (ii) promptly notify Lender of the giving of any notice by any Manager to Borrower Operating Lessee of any default by Borrower Operating Lessee in the performance or observance of any of the material terms, covenants or conditions of the applicable Management Agreement on the part of Borrower Operating Lessee to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consentOperating Lessee shall not (1) surrender any Management Agreement, (2) except as required by the terms of the Management Agreement, consent to the assignment by any Manager of its respective interest under the applicable Management Agreement, (3) terminate or cancel any Management Agreement or (4) except as required by the terms of the Management Agreement, modify or amend any Management Agreement, in any material respect, either orally or in writing in each case without the consent of Lender which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that immaterial modifications, amendments, changes or supplements of any Management Agreement may be made without consent of Lender (provided, that, in no instance shall any modification, amendment, change or supplement of the Marriott Management Documents which would reduce the consent rights or other discretionary rights of Borrower shall not surrender and/Operating Lessee thereunder from those set forth in the Marriott Management AgreementDocuments as of the Closing Date be deemed immaterial); and provided further, that, Operating Lessee may, without Lender’s consent (except with respect to any Lender consent required pursuant to the assignment by definitions of Qualified Manager of its interest under the Management Agreement, or terminate or cancel the and Replacement Management Agreement set forth herein), replace the Manager so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement and any termination fees and other sums payable to the Manager being replaced are either (i) paid from Excess Cash Flow which is entitled to be used for such payment in accordance with the terms and conditions of this Agreement or modify, change, supplement, alter or amend (ii) paid from an equity contribution to the Management Agreement, in any respect, either orally or in writing, and Borrower Operating Lessee from sources other than the Collateral. Operating Lessee hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower Operating Lessee to surrender the any Management Agreement or Agreement, or, except as otherwise provided in this Agreement, to terminate, cancel, modify, change, supplement, alter modify or amend the any Management Agreement Agreement, in any material respect, and any such surrender of the any Management Agreement Agreement, or termination, cancellation, modification, change, supplement, alteration modification or amendment of the any Management Agreement Agreement, without the prior consent of Lender (other than as permitted pursuant to this Agreement) shall be void and of no force and effect. If Borrower Operating Lessee shall default in the performance or observance of any material term, covenant or condition of the any Management Agreement on the part of Borrower Operating Lessee to be performed or observed, then, if such default is not remedied within the lesser of (i) ten (10) Business Days of receipt of notice by Borrower from Lender and (ii) such period of time as, should Operating Lessee fail to remedy such default after receipt of notice thereof, shall give Lender a reasonable period of time to cure such default, then without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower or Operating Lessee from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the applicable Management Agreement on the part of Borrower Operating Lessee to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from defaultOperating Lessee. Lender and any person Person designated by Lender shall have, and are hereby granted, the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If any Manager shall deliver to Lender a copy of any notice sent to Borrower Operating Lessee of default under the any Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower Operating Lessee shall notify Lender if not, and, subject to the terms of the Management Agreement, shall not permit any Manager to, sub-contracts to a third party or an affiliate contract any or all of its respective management responsibilities under any Management Agreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. Following the occurrence and during the continuance of an Event of Default, Operating Lessee shall not exercise any rights or make any decisions, grant any approvals or otherwise take any action under the Management AgreementAgreement without the prior consent of Lender, which consent may be granted, conditioned or withheld in Lender’s sole discretion. Borrower Operating Lessee shall, from time to time, use its best commercially reasonable efforts to obtain from each Manager under the Management Agreement and deliver to Lender and each Mezzanine Lender such certificates of estoppel with respect to compliance by Borrower Operating Lessee with the terms of the applicable Management Agreement as may be requested by Lender. Borrower ; provided, that, so long as no Event of Default has occurred and is continuing, Operating Lessee shall exercise each individual option, if any, not be required to extend or renew the term of the Management Agreement upon demand by Lender made at any time within provide such statement more than one (1) year of the last day upon which time in any Fiscal Year, provided, further, that such option may estoppel shall be exercisedaddressed to both Lender and each Mezzanine Lender. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument Instruments and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the base management fees under the Management Agreement exceed (I) with respect to the Properties managed by Six Continents Hotels, the sum of (x) five percent (5%) of total room revenue and (y) two percent (2%) of total revenue; provided, however, Six Continents Hotels shall not charge any additional franchise fees in connection with such Properties and (II) with respect to the Properties managed by any Person other than Six Continents Hotels, four percent (4%) of the gross income derived from the Property (excluding any incentive management fees which are subordinate to the Loan). Borrower shall (or shall cause Operating Lessee to) (i) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement Agreement, on the part of Borrower Operating Lessee to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower Operating Lessee under the Management Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Borrower Operating Lessee of any default by Borrower Operating Lessee in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower Operating Lessee to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent Neither Borrower nor Operating Lessee shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any material respect, either orally or in writing, and . Borrower hereby assigns (and Borrower shall cause Operating Lessee to assign) to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower and/or Operating Lessee to surrender the Management Agreement Agreement, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement Agreement, in any material respect, and any such surrender of the Management Agreement Agreement, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement in any material respect, without the prior consent of Lender Lender, shall be void and of no force and effect. If Borrower Operating Lessee shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower Operating Lessee to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower Operating Lessee to be performed or observed to be promptly performed or observed on behalf of Borrower, Operating Lessee to the end that the rights of Borrower Operating Lessee in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person Person designated by Lender by written notice to Borrower shall have, and are hereby granted, the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Borrower and/or Operating Lessee of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower and Operating Lessee shall notify Lender if not, and shall not permit the Manager to, sub-contracts to a third party contract all or an affiliate any or all material portion of its management responsibilities under the Management AgreementAgreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld. Borrower shall, from time to time, use its best efforts cause Operating Lessee to obtain from request of Manager under the Management Agreement and deliver to Lender upon receipt such certificates of estoppel with respect to compliance by Borrower Operating Lessee with the terms of the Management Agreement as may be reasonably requested by Lender. Borrower and/or Operating Lessee shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by to the extent required to continue it in full force and effect until after the Maturity Date, and Borrower hereby authorizes and appoints (and shall cause Operating Lessee to authorize and appoint) Lender made at any time within one (1) year of the last day upon which their attorney-in-fact to exercise any such option may in the name of and upon behalf of Borrower and/or Operating Lessee, which power of attorney shall be exercisedirrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument Instruments and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) The Improvements on the Property are operated under the terms and conditions of the Management Agreement. In no event shall the management fees under the Management Agreement exceed four percent (4%) of the Gross Income from Operations derived from the Property. Borrower shall or shall cause Mortgage Borrower to (i) diligently perform, perform and observe and enforce all of the material terms, covenants and conditions of the Management Agreement Agreement, on the part of Mortgage Borrower to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Mortgage Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Mortgage Borrower of any default by Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Mortgage Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall cause Mortgage Borrower to not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any material respect, either orally or in writing; provided, however, that Mortgage Borrower shall have the right to terminate the Management Agreement without Lender’s prior written consent upon satisfaction of the following conditions: (i) Borrower causes Mortgage Borrower to deliver to Lender written notice of its intention to terminate the Management Agreement at least five (5) days prior to such termination; (ii) Mortgage Borrower replaces Manager within thirty (30) days of the termination of the Management Agreement with a Qualified Manager pursuant to a Replacement Management Agreement reasonably acceptable to Lender; (iii) such Qualified Manager delivers to Lender an Assignment of Management Agreement substantially in the form of the Assignment of Management Agreement delivered to Lender by Manager on the date hereof; and (iv) if such replacement manager is an affiliate of Borrower, delivers to Lender an updated Insolvency Opinion acceptable to Lender. Subject to the rights of Mortgage Lender, Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to cause Mortgage Borrower to surrender the Management Agreement Agreement, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement Agreement, in any respect, and any such surrender of the Management Agreement Agreement, or termination, cancellation, material modification, change, supplement, alteration or amendment of the Management Agreement Agreement, without the prior consent of Lender shall be void and of no force and effect. If Subject to the rights of Mortgage Lender, if Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Mortgage Borrower to be performed or observedobserved beyond applicable notice and cure periods provided therein, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Mortgage Borrower to be performed or observed to be promptly performed or observed on behalf of Mortgage Borrower, to the end that the rights of Mortgage Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person Person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time upon reasonable prior written notice to Borrower and at reasonable hours for the purpose of taking any such action; provided, however, that Lender shall not take such action unless an Event of Default has occurred and is continuing. If Manager shall deliver to Lender a copy of any notice sent to Borrower or Mortgage Borrower of default under the Management AgreementAgreement beyond applicable notice and cure periods provided therein, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon; provided, however, that if the Manager is not then an Affiliated Manager and Lender shall within five (5) days of its receipt of Manager’s notice receive from Borrower or Mortgage Borrower a written notice disputing Manager’s notice and stating the basis of such dispute and that it, or Mortgage Borrower, will attempt to resolve its dispute with Manager, then Lender shall refrain from taking any action described in the immediately preceding sentence until the earlier of to occur of (x) the date that is thirty (30) days after Lender’s receipt of Manager’s notice of such default, and (y) the date that is five (5) Business Days prior to the date on which Manager could, under the Management Agreement, terminate the Management Agreement, assuming that the facts stated in Manager’s notice were true. Borrower shall notify Lender if cause Mortgage Borrower to not, and shall not permit Manager to, sub-contracts to a third party or an affiliate contract any or all of its management responsibilities under the Management AgreementAgreement to a third party without the prior written consent of Lender, which will not be unreasonably withheld. Borrower shall, from time to timetime (but not more frequently than once annually), use its best commercially reasonable efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to cause Mortgage Borrower to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Such power of attorney shall not be exercisable by Lender unless an Event of Default has occurred and is continuing. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument Pledge Agreement and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) Subject to the last three (3) sentences in this Section 4.1.26(a), each of Borrower and Operating Lessee shall (i) diligently perform, cause the hotel located on each Individual Property to be operated pursuant to the applicable Management Agreement; (ii) promptly perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower by it under the Management Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of the giving of any notice to Borrower of any default under the Management Agreement of which it is aware; (iv) promptly deliver to Lender a copy of each material financial statement, material business plan, material capital expenditures plan, material notice, material report and material estimate received by Borrower in it under the performance or observance Management Agreement (including, without limitation, notices of default, notices concerning any of the termstrademarks licensed under any Management Agreement and notices requiring Borrower to perform any repairs, covenants alterations, improvements or conditions remodeling to the applicable Individual Property); (v) promptly enforce in a commercially reasonable manner the performance and observance of all of the Management Agreement on the part of Borrower material covenants required to be performed and observed by the Manager under the Management Agreement; and (vi) use commercially reasonable efforts to deliver any brand manager comfort letters or estoppels reasonably requested by Lender in form and substance reasonably acceptable to Lender a true copy of each such noticepursuant to Section 4.1.8(d) hereof. Without In addition, neither Borrower nor Operating Lessee shall, without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent (A) except as expressly permitted pursuant to the assignment by Manager of its interest under the Management Agreementterms hereof, or surrender, terminate or cancel the Management Agreement or reject the Management Agreement in a proceeding under Creditor’s Rights Laws; (B) reduce or consent to the reduction of the term of the Management Agreement if the same would have a Material Adverse Effect; (C) increase or consent to the increase of the amount of any charges under the Management Agreement if the same would have a Material Adverse Effect; (D) otherwise materially and adversely modify, change, supplement, alter or amend amend, or waive or release any of its rights and remedies under, the Management Agreement; or (E) subject to the last sentence in this Section 4.1.26(a), suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the Management Agreement if such default permits Manager to terminate or cancel the Management Agreement. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, Borrower shall have the right to, without Lender’s consent, terminate or accept a termination of a Management Agreement and enter into a Replacement Brand Management Agreement or a Replacement Franchise Agreement (unless a Franchise Agreement already exists) and a Replacement Management Agreement with a Qualified Manager, as applicable, in any respectaccordance with the terms hereof, either orally provided that, (A) within sixty (60) days of such termination such Borrower or in writingOperating Lessee (x) enters into a Replacement Brand Management Agreement with a Qualified Brand Manager or (y) enters into both (I) a Replacement Management Agreement with a Qualified Manager and (II) a Replacement Franchise Agreement with a Qualified Franchisor, and (B) all other Individual Properties (other than the one for which a Brand Management Agreement is terminated) are then subject to a Franchise Agreement or Brand Management Agreement that is in full force and effect). Notwithstanding anything in this Agreement to the contrary, a default under a Management Agreement shall not be a Default or Event of Default, so long as (a) Borrower hereby assigns to Lender as further security for shall diligently be pursuing cure of such default under the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender Management Agreement in accordance with the Management Agreement or other conditions granted by Manager and in a manner satisfactory to terminateLender, cancel, modify, change, supplement, alter (b) Borrower or amend the Management Agreement in any respect, and any such surrender of the Management Agreement Operating Lessee terminates or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition accepts a termination of the Management Agreement on the part account of such default and enters into a Replacement Brand Management Agreement or Replacement Franchise Agreement and a Replacement Management Agreement with a Qualified Manager within sixty (60) days of such termination, as provided herein, or (c) Borrower to be performed or observed, then, without limiting the generality shall obtain an Individual Property Release of the other provisions Individual Property to which such Management Agreement default relates pursuant to Section 2.7 of this Agreement. For the avoidance of doubt, and without waiving or releasing subject to (i) the Cash Management Agreement, (ii) the last sentence of Section 4.1.26(b) hereof and (iii) Section 4.1.26(d) hereof, Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time without Lender’s consent, so long as there is not a continuing Event of Default, to time for the purpose of taking replace any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower a Replacement Brand Management Agreement with a Brand Manager including, without limitation, the terms rebranding of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, Philadelphia Property and/or the San Francisco Property to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender thereforan Autograph Collection hotel.

Management Agreement. (a) Each Borrower and each Operating Lessee shall use commercially reasonable efforts to (i) cause Manager to manage the Property owned by it in accordance with a Management Agreement and, for so long as the Sub-Management Agreement shall be in effect, use commercially reasonable efforts to cause Manager to cause Sub-Manager to use commercially reasonable efforts to manage the Property in accordance with the Sub-Management Agreement and the Management Agreement, (ii) diligently perform, perform and observe and enforce all of the material terms, covenants and conditions of such Management Agreement on the part of such Borrower or such Operating Lessee to be performed and observed and, for so long as the Sub-Management Agreement shall be in effect, cause Manager to diligently perform and observe all of the material terms, covenants and conditions of the Sub-Management Agreement on the part of Borrower Manager to be performedperformed and observed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (iiiii) promptly notify Lender of the giving of any notice to Borrower of any default by Borrower in under such Management Agreement and under such Sub-Management Agreement of which it is aware, (iv) intentionally omitted, and (v) use commercially reasonable efforts to enforce the performance or and observance of any all of the terms, material covenants or conditions of the Management Agreement on the part of Borrower required to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of under its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and Borrower hereby assigns cause Manager to Lender as further security for the payment of the Debt and for use commercially reasonable efforts to enforce the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the material covenants required to be performed and observed by Sub-Manager under the Sub-Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effectAgreement. If any Borrower or any Operating Lessee or Manager shall default in the performance or observance of any material term, covenant or condition of the its Management Agreement or Sub-Management Agreement, as applicable, on the part of such Borrower or such Operating Lessee or Manager, as applicable, to be performed or observed, then, without limiting the generality of Lender’s other rights or remedies under this Agreement or the other provisions of this AgreementLoan Documents, and without waiving or releasing such Borrower or such Operating Lessee from any of its Obligations hereunder or under its Management Agreement or Manager’s obligations hereunderunder the Sub-Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the material terms, covenants and conditions of the such Management Agreement on the part of such Borrower or such Operating Lessee, or of the Sub-Management Agreement on the part of Sub-Manager, to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender thereforobserved.

Management Agreement. (a) The Improvements on the Property are operated under the terms and conditions of the Management Agreement. In no event shall the management fees under the Management Agreement exceed four percent (4%) of the Gross Income from Operations derived from the Property. Borrower shall (i) diligently perform, perform and observe and enforce all of the material terms, covenants and conditions of the Management Agreement Agreement, on the part of Borrower to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any material respect, either orally or in writing; provided, however, that Borrower shall have the right to terminate the Management Agreement without Lender’s prior written consent upon satisfaction of the following conditions: (i) Borrower delivers to Lender written notice of its intention to terminate the Management Agreement at least five (5) days prior to such termination; (ii) Borrower replaces Manager within thirty (30) days of the termination of the Management Agreement with a Qualified Manager pursuant to a Management Agreement; (iii) such Qualified Manager delivers to Lender an Assignment of Management Agreement substantially in the form of the Assignment of Management Agreement delivered to Lender by Manager on the date hereof; and (iv) if such replacement manager is an affiliate of Borrower, delivers to Lender an updated Insolvency Opinion acceptable to Lender. Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement Agreement, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement Agreement, in any respect, and any such surrender of the Management Agreement Agreement, or termination, cancellation, material modification, change, supplement, alteration or amendment of the Management Agreement Agreement, without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observedobserved beyond applicable notice and cure periods provided therein, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person Person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time upon reasonable prior written notice to Borrower and at reasonable hours for the purpose of taking any such action; provided, however, that Lender shall not take such action unless an Event of Default has occurred and is continuing. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management AgreementAgreement beyond applicable notice and cure periods provided therein, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon; provided, however, that if the Manager is not then an Affiliated Manager and Lender shall within five (5) days of its receipt of Manager’s notice receive from Borrower a written notice disputing Manager’s notice and stating the basis of such dispute and that it will attempt to resolve its dispute with Manager, then Lender shall refrain from taking any action described in the immediately preceding sentence until the earlier of to occur of (x) the date that is thirty (30) days after Lender’s receipt of Manager’s notice of such default, and (y) the date that is five (5) Business Days prior to the date on which Manager could, under the Management Agreement, terminate the Management Agreement, assuming that the facts stated in Manager’s notice were true. Borrower shall notify Lender if not, and shall not permit Manager to, sub-contracts to a third party or an affiliate contract any or all of its management responsibilities under the Management AgreementAgreement to a third party without the prior written consent of Lender, which will not be unreasonably withheld. Borrower shall, from time to timetime (but not more frequently than once annually), use its best commercially reasonable efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Such power of attorney shall not be exercisable by Lender unless an Event of Default has occurred and is continuing. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) Borrower shall (i) diligently perform, observe and enforce all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which such consent shall not to be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender consents required pursuant to this Section 4.15(a) shall be void and of no force and effect. If ; provided that, Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to not be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts required to obtain from Manager under the Management Agreement such certificates of estoppel Lender’s consent with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual optionany non-material changes, if anysupplements, to extend alterations or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred amendments to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.Management

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. Borrower shall (i) diligently perform, perform and observe and enforce in all material respects all of the terms, covenants and conditions of the Management Agreement or Replacement Management Agreement, if applicable, on the part of Borrower to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the material rights of Borrower under the Management Agreement or Replacement Management Agreement, if applicable and (ii) promptly notify Lender of the giving of any notice to Borrower of any material default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement or Replacement Management Agreement, if applicable on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s Borrower shall not surrender the Management Agreement or Replacement Management Agreement, if applicable, consent to the assignment by the Manager of its interest under the Management Agreement (except as provided herein) or Replacement Management Agreement, if applicable, or terminate or cancel the Management Agreement or Replacement Management Agreement, if applicable, or modify, change, supplement, alter or amend the Management Agreement or Replacement Management Agreement, if applicable, in any material respect, either orally or in writing, without the prior written consentconsent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and . Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or Replacement Management Agreement, if applicable, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement or Replacement Management Agreement, if applicable, in any respect, and any such surrender of the Management Agreement or Replacement Management Agreement, if applicable, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement or Replacement Management Agreement, if applicable, without the prior consent of Lender Lender, which consent shall not be unreasonably withheld, conditioned or delayed, shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement or Replacement Management Agreement, if applicable, on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender Lenders shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement or Replacement Management Agreement, if applicable, on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement or Replacement Management Agreement, if applicable, shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right upon reasonable advance written notice to Borrower to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Borrower of material default under the Management Agreement or Replacement Management Agreement, if applicable, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereonthereon unless such action constitutes the willful misconduct or gross negligence of Lender or Lender's agent. Borrower shall notify Lender if the Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement or Replacement Management Agreement, if applicable. Borrower shall, from time to time, use its best efforts to obtain from the Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement or Replacement Management Agreement, if applicable, as may be reasonably requested by LenderLender to the extent provided for in the Management Agreement or Replacement Management Agreement if the Manager is not an Affiliate of Borrower. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement or Replacement Management Agreement, if applicable upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument Instruments and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) The Improvements on the Property are operated under the terms and conditions of the Management Agreement. In no event shall the management fees under the Management Agreement exceed, in the aggregate, five percent (5%) of the Gross Income from Operations, provided that during the continuance of any Event of Default or any Trigger Period, no Additional Management Compensation shall be paid by Borrower to Manager. Borrower shall (i) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement Agreement, on the part of Borrower to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and . Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement Agreement, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement Agreement, in any respect, and any such surrender of the Management Agreement Agreement, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement Agreement, without the prior written consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person Person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if not, and shall not permit the Manager to, sub-contracts to a third party or an affiliate contract any or all of its management responsibilities under the Management AgreementAgreement to a third-party without the prior written consent of Lender. Borrower shall, from time to time, use its best efforts to obtain from the Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by LenderXxxxxx. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender Xxxxxx made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.one

Management Agreement. (ai) Borrower shall cause Manager to manage the Property and to lease and market the residential units of the Property in accordance with the Management Agreement. Borrower shall (iA) diligently perform, perform and observe and enforce all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performedperformed and observed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (iiB) promptly notify Lender of the giving of any written notice to received by Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and observed, (C) upon Lender’s request, promptly deliver to Lender a true copy of each such notice. Without Lender’s prior written consentfinancial statement, which consent shall not be unreasonably withheldbusiness plan, conditioned or delayedleasing plan, Borrower shall not surrender the Management Agreementcapital expenditures plan, consent to the assignment report and estimate received by Manager of its interest it under the Management Agreement, or terminate or cancel and upon request by Lender, shall cause Manager to provide Lender with reports in regard to the Management Agreement or modify, change, supplement, alter or amend leasing efforts of the Management Agreement, in any respect, either orally or in writingresidential units at the Property, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for (D) promptly enforce the performance and observance of all of the terms, material covenants required to be performed and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender observed by Manager under the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effectAgreement. If Borrower shall default (beyond the expiration of applicable notice and cure periods under the Management Agreement) in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of Lender’s other rights or remedies under this Agreement or the other provisions of this AgreementLoan Documents, and without waiving or releasing Borrower from any of its obligations hereunderObligations hereunder or under the Management Agreement, as applicable, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate necessary to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed observed. Borrower hereby agrees to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver pay to Lender a copy promptly following demand, all such reasonable, out of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken pocket sums so paid and expended by Lender in good faithconnection therewith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel together with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest thereon at the Default Rate from the date day on which Borrower receives such cost is incurred to demand until paid. All sums so paid and expended by Lender and the date of payment to Lender, shall be deemed to constitute a portion of the Debt, interest thereon shall be secured by the lien legal operation and effect of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender thereforMortgage.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the management fees under the Management Agreement exceed four and one-half percent (4.5%) of the gross income derived from the Property. Borrower shall (i) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement Agreement, on the part of Borrower to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and . Borrower hereby collaterally assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement Agreement, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement Agreement, in any respect, and any such surrender of the Management Agreement Agreement, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement Agreement, without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person Person designated by Lender shall have, and are hereby granted, the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if not, and shall not permit the Manager to, sub-contracts to a third party or an affiliate contract any or all of its management responsibilities under the Management AgreementAgreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld. Borrower shall, from time to timetime (but no more than two (2) times per year when there is no occurrence and continuance of an Event of Default), use its best efforts to obtain from the Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument Instruments and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the management fees under the Management Agreement exceed three percent (3%) of the gross income derived from the Property. Pledgor shall cause Mortgage Borrower shall to (i) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement Agreement, on the part of Mortgage Borrower to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Mortgage Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Mortgage Borrower of any default by Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Mortgage Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent Pledgor shall not be unreasonably withheld, conditioned or delayed, cause Mortgage Borrower shall to not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writingwriting without the Lender’s prior written consent, and Borrower hereby assigns to Lender as further security for which consent shall not be unreasonably, withheld, conditioned or delayed. In the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender event that the Management Agreement expires or is terminated (without limiting any obligation of Pledgor to terminate, cancel, modify, change, supplement, alter obtain Lender’s consent to any termination or amend modification of the Management Agreement in any respectaccordance with the terms and provisions of this Agreement), and any such surrender of the Pledgor shall cause Mortgage Borrower to promptly enter into a Replacement Management Agreement with Manager or terminationanother Qualified Manager, cancellationas applicable. Subject to the rights of Mortgage Lender, modificationMezzanine A Lender, changeMezzanine B Lender, supplementMezzanine C Lender and Mezzanine D Lender, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If if Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Mortgage Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower Pledgor from any of its obligations hereunder, Pledgor shall permit Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Mortgage Borrower to be performed or observed to be promptly performed or observed on behalf of Mortgage Borrower, to the end that the rights of Mortgage Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such action. Pledgor shall cause Lender and any person Person designated by Lender shall have, and are hereby granted, to have the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Pledgor or Mortgage Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Pledgor shall cause Mortgage Borrower to not, and shall notify Lender if not permit the Manager to, sub-contracts to a third party or an affiliate contract any or all of its management responsibilities under the Management AgreementAgreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. Borrower Pledgor shall, from time to time, use its best commercially reasonable efforts to obtain from the Manager under the Management Agreement such certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument Pledge Agreement and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) Borrower shall (i) diligently perform, observe and enforce all As of the termsdate hereof, covenants Borrower has not engaged any manager to manage the Property and conditions pays no property management fee to any manager. In the event that Borrower enters into a Management Agreement with a Manager, Manager and Borrower shall, as a condition of Lender’s consent, execute a subordination of the Management Agreement on in a form reasonably acceptable to Lender. Borrower shall: (a) cause the part of Borrower Property to be performed, observed and enforced managed pursuant to the end that Management Agreement; (b) promptly perform and observe all things shall of the covenants required to be done which are necessary to keep unimpaired the rights of Borrower performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iic) promptly notify Lender of the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of under the Management Agreement on beyond all applicable notice and cure periods of which it is aware; (d) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Borrower under the part Management Agreement; and (e) promptly enforce in a commercially reasonable manner the performance and observance of Borrower all of the covenants required to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default beyond all applicable notice and cure periods in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of Lender’s other rights or remedies under this Agreement or the other provisions of this AgreementLoan Documents, and without waiving or releasing Borrower from any of its obligations hereunderhereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to observed. Without Lender’s prior written consent, which consent shall not be promptly performed unreasonably withheld, conditioned or observed on behalf of Borrowerdelayed, to the end that the rights of Borrower inshall not: (i) enter into, to and under surrender, terminate, cancel, extend or renew the Management Agreement shall be kept unimpaired and free from default. Lender and or otherwise replace Manager or enter into any person designated by Lender shall have, and are hereby granted, other management agreement (except pursuant to Section 5.12.2 hereof); (ii) reduce or consent to the right to enter upon the Property at any time and from time to time for the purpose reduction of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one Agreement; (1iii) year increase or consent to the increase of the last day upon which amount of any charges under the Management Agreement; (iv) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its material rights and remedies under, the Management Agreement; or (v) suffer or permit the occurrence and continuance of a default by Borrower beyond any applicable cure period under the Management Agreement (or any successor management agreement) if such option may be exercised. Any sums expended by Lender pursuant default permits Manager to this paragraph shall bear interest at terminate the Default Rate from the date Management Agreement (or such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender thereforsuccessor management agreement).

Management Agreement. (a) Borrower shall (or shall cause Operating Tenant to) (i) diligently perform, cause the Property to be managed pursuant to the Management Agreement; (ii) promptly perform and observe and enforce in all material respects all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify Lender of the giving of any notice to Borrower of any material default by Borrower in the performance or observance of any of the terms, covenants or conditions of under the Management Agreement on of which it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other material written notice, report and estimate received by Borrower or Operating Tenant under the part Management Agreement; and (v) promptly enforce the performance and observance by Manager of Borrower all of the covenants required to be performed and observed and deliver to Lender a true copy of each such noticeby Manager under the Management Agreement. Without Lender’s prior written consent, consent (which consent shall not be unreasonably withheld, conditioned or delayed), neither Borrower nor Operating Tenant shall not surrender (a) surrender, terminate, cancel, extend or renew the Management Agreement (other than extensions or renewals pursuant to the express renewal/extension provisions set forth in the Management Agreement on the same terms and conditions set forth therein (as in effect on the date hereof, or as hereinafter amended or modified in accordance with the terms and conditions set forth in this Agreement)) or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2); (b) reduce or consent to the reduction of the term of the Management Agreement, ; (c) increase or consent to the assignment by Manager increase of its interest the amount of any charges under the Management Agreement, or terminate or cancel the Management Agreement or ; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its material rights and remedies under, the Management Agreement, in ; or (e) suffer or permit the occurrence and continuance of a default by Borrower or Operating Tenant beyond any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and applicable cure period under the Management Agreement shall be kept unimpaired and free from default. Lender and (or any person designated by Lender shall have, and are hereby granted, successor management agreement) if such default permits the right Manager to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under terminate the Management Agreement (or such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender thereforsuccessor management agreement).

Management Agreement. (a) Borrower Each Collateral Property is operated under the terms and conditions of the applicable Management Agreement. In no event shall the Base Management Fees under any Management Agreement exceed two percent (2%) of the gross income derived from the applicable Collateral Property (excluding any Incentive Management Fees which are subordinate to the Loan). Operating Lessee shall (i) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement Agreements on the part of Borrower Operating Lessee to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower Operating Lessee under the Management Agreement Agreements and (ii) promptly notify Lender Administrative Agent of the giving of any notice by any Manager to Borrower Operating Lessee of any default by Borrower Operating Lessee in the performance or observance of any of the terms, covenants or conditions of the any Management Agreement on the part of Borrower Operating Lessee to be performed and observed and deliver to Lender Administrative Agent a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower Operating Lessee shall not surrender the any Management Agreement, consent to the assignment by any Manager of its interest under the a Management Agreement, or terminate or cancel the any Management Agreement Agreement, or modify, change, supplement, alter or amend the any Management Agreement, in any material respect, either orally or in writingwriting without Administrative Agent’s prior written consent, and Borrower following a Securitization, without Rating Agency Confirmation. Borrowers hereby assigns assign to Lender Administrative Agent for benefit of the Secured Parties as further security for the payment of the Debt Obligations and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower Borrowers to surrender the any Management Agreement Agreement, or to terminate, cancel, modify, change, supplement, alter or amend the such Management Agreement Agreements, in any material respect, and any such surrender of the such Management Agreement Agreements, or termination, cancellation, modification, change, supplement, alteration or amendment of the any Management Agreement in any material respect, without the prior consent of Lender Administrative Agent, and following a Securitization, without Rating Agency Confirmation, shall be void and of no force and effect. If Upon a Borrower’s request, Administrative Agent shall deliver to such Borrower a reasonably detailed description of the reasons for any disapprovals under this Section 7.17. Borrowers shall default not enter into any Replacement Management Agreement without Administrative Agent’s prior written consent; provided, however, with respect to any expiring or replacement Management Agreement, Borrowers shall notify Administrative Agent but shall not be required to obtain Administrative Agent’s consent (or Rating Agency Confirmation) if the Management Agreement in effect on the performance date hereof is extended on the same or observance more favorable terms to Operating Lessee as prior to the expiration thereof; provided, further, that in such event the applicable Borrowers will be required to deliver an extension of any material termthe conditional assignment of management agreement obtained by Administrative Agent on the date hereof in connection with the original Management Agreement. Any such proposed modification, covenant change, supplement, alteration or condition amendment of the Management Agreement on submitted to Administrative Agent for approval shall be deemed approved if (i) Borrowers deliver to Administrative Agent a written request for such approval marked in bold lettering with the part following language: “ADMINISTRATIVE AGENT’S RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND ADMINISTRATIVE AGENT” and the envelope containing the request must be marked “PRIORITY,” and (ii) Administrative Agent shall have failed to notify Borrowers of Borrower to be performed its approval or observeddisapproval within such fifteen (15) Business Days following Administrative Agent’s receipt of Borrowers’ written request together with such proposed modification, thenchange, without limiting the generality supplement, alteration or amendment of the other provisions of this Management Agreement, and without waiving any and all other information and documentation relating thereto reasonably required by Administrative Agent to reach a decision; provided, however, that in no event shall Administrative Agent be deemed to have approved (1) a surrender, termination or releasing Borrower from cancellation of the Management Agreement, (2) any of its obligations hereundermodification, Lender shall have the rightchange, but shall be under no obligationsupplement, to pay any sums and to perform any act alteration or take any action as may be appropriate to cause all the terms, covenants and conditions amendment of the Management Agreement on that affects any of the part material business terms of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrowerthe Management Agreement, to the end that the rights of Borrower in, to and (3) any change under the Management Agreement shall be kept unimpaired and free from defaultthat could result in a Material Property Event, or (4) any Replacement Management Agreement. Lender and any person designated by Lender shall haveUpon a Borrower’s request, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager Administrative Agent shall deliver to Lender such Borrower a copy reasonably detailed description of the reasons for any notice sent disapprovals under this Section 7.17. For avoidance of doubt, Administrative Agent hereby approves modifications to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under Agreements affecting the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if anyEmbassy Properties, to extend or renew the term extent (A) such modifications are required solely to implement the agreed-upon terms set forth in that certain Master Agreement for Extension of the Management Agreement upon demand Agreements dated January 1, 2009, by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lenderand between FelCor TRS Holdings, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.for

Management Agreement. (a) Borrower shall will (i) diligently performcause the Property to be managed pursuant to the Management Agreement, (ii) promptly perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder, (iiiii) promptly notify Lender of any default under the giving Management Agreement of which it is aware, (iv) promptly deliver to Lender a copy of any other notice to Borrower of given for any default other reason by Borrower in to Manager pursuant to the performance or observance of any of the terms, covenants or conditions terms of the Management Agreement on Agreement, and (v) promptly accept and/or enforce the part performance and observance of Borrower all of the covenants required to be performed and observed and deliver to Lender a true copy of each such noticeby Manager under the Management Agreement. Without Lender’s prior written consent, which such consent shall not to be unreasonably withheld, conditioned or delayedexercised in Lender’s sole and absolute discretion, Borrower shall will not surrender (a) surrender, terminate, cancel, extend or renew the Management Agreement, waive any defaults thereunder, or otherwise replace the Manager or enter into any other management agreement, (b) reduce or consent to the assignment by Manager reduction of its interest the term of the Management Agreement, (c) increase or consent to the increase of the amount of any charges under the Management Agreement, or terminate or cancel the Management Agreement or (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the Management Agreement, in (e) suffer or permit the occurrence and continuance of a default beyond any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and applicable cure period under the Management Agreement shall (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or any successor management agreement), or (f) knowingly permit the ownership, management, or control of the Manager to be kept unimpaired and free from defaulttransferred to any Person except as otherwise permitted pursuant to Section 18.1 of the Management Agreement. Lender and Borrower will not assign, pledge, delegate, waive or transfer any person designated by Lender shall haveinterests, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default rights or obligations under the Management Agreement, such notice shall constitute full protection including the proceeds thereof, Borrower will not borrow, or accept any forbearance to collect, any amount due from it to Manager or any affiliate of Manager without the prior written consent of Lender. Lender for may ender a cure or to cure any action taken default or omitted to be taken by Lender purported default in good faith, in reliance thereon. the obligations of Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand and that any cost incurred by Lender made at any time within one (1) year in connection with such cure or ​ ​ ​ LOAN AGREEMENT, PAGE 21 ​ attempt to cure will constitute an additional advance as a demand obligation of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to Borrower under this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument Agreement and the other Loan Documents and shall be immediately due and payable upon demand by Lender thereforDocuments.

Management Agreement. (a) Borrower shall (i) diligently perform, observe and enforce all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the base management fees under the Management Agreement exceed (I) with respect to the Properties managed by Six Continents Hotels, the sum of (x) five percent (5%) of total room revenue and (y) two percent (2%) of total revenue; provided, however, Six Continents Hotels shall not charge any additional franchise fees in connection with such Properties and (II) with respect to the Properties managed by any Person other than Six Continents Hotels, four percent (4%) of the gross income derived from the Property (excluding any incentive management fees which are subordinate to the Loan). Borrower shall cause Mortgage Borrower or Operating Lessee to (i) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement Agreement, on the part of Borrower Operating Lessee to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower Operating Lessee under the Management Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Borrower Operating Lessee of any default by Borrower Operating Lessee in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower Operating Lessee to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall cause Mortgage Borrower and/or Operating Lessee to not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing. Subject to the rights of Mortgage Lender, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower if Operating Lessee shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower Operating Lessee to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Borrower shall cause Mortgage Borrower to permit Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower Operating Lessee to be performed or observed to be promptly performed or observed on behalf of BorrowerOperating Lessee, to the end that the rights of Mortgage Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such action. Borrower shall cause Lender and any person Person designated by Lender shall have, and are hereby granted, by written notice to Borrower to have the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Borrower or Mortgage Borrower and/or Operating Lessee of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if cause Mortgage Borrower and/or Operating Lessee to not, and shall not permit the Manager to, sub-contracts to a third party contract all or an affiliate any or all material portion of its management responsibilities under the Management AgreementAgreement to a third-party without the prior written consent of Lender. Borrower shall, from time shall cause Operating Lessee to time, use its best efforts request of Manager and deliver to obtain from Manager under the Management Agreement Lender upon receipt such certificates of estoppel with respect to compliance by Borrower Operating Lessee with the terms of the Management Agreement as may be requested by Lender. Borrower shall cause Mortgage Borrower and/or Operating Lessee to exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of to the last day upon which any such option may be exercisedextent required to continue it in full force and effect until after the Maturity Date. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument Pledge Agreement and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. Borrower shall and shall cause Mortgage Borrower to cause the Property to be operated in accordance with each Management Agreement. Borrower shall and shall cause Mortgage Borrower to (a) Borrower shall (i) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of the each Management Agreement on the part of Borrower or Mortgage Borrower to be performedperformed and observed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (iib) promptly notify Lender of the giving of any notice to Borrower of any default by Borrower in the performance or observance of under any of the termsManagement Agreement, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and (c) promptly deliver to Lender a true copy of each such notice. Without Lender’s prior written consentfinancial statement, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment business plan and capital expenditures plan received by Manager of its interest it under the Management Agreement, or terminate or cancel the each Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for (d) promptly enforce the performance and observance of all of the terms, covenants and conditions of this required to be performed and/or observed by Manager under each Management Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower or Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the any Management Agreement on the part of Borrower or Mortgage Borrower to be performed or observed, then, without limiting the generality of Lender’s other rights or remedies under this Agreement or the other provisions of this AgreementLoan Documents, and without waiving or releasing Borrower or Mortgage Borrower from any of its obligations hereunder, under the other Loan Documents or under the Management Agreement, Lender shall 81 have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower or Mortgage Borrower to be performed or observed in all material respects. Notwithstanding the foregoing, Borrower hereby represents that, as of the Closing Date, the 210 American Property (as defined on Exhibit A annexed hereto) is self-managed and is not managed by a third party manager; the tenant at the 210 American Property, pursuant to be promptly performed or observed on behalf of its lease, is responsible, at its sole cost and expense, for performing maintenance and repairs and providing other services that a property manager would customarily provide at the 210 American Property. Borrower represents and acknowledges that Borrower, to the end that the rights Mortgage Borrower and each of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall havetheir Affiliates do not, and are hereby grantednot entitled to, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender receive a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender management fee in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower connection with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor210 American Property.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the base management fees under the Management Agreement exceed (I) with respect to the Properties managed by InterContinental Hotels Group or any of its Affiliates, the sum of (x) five percent (5%) of total room revenue and (y) two percent (2%) of total revenue; provided, however, InterContinental Hotels Group or any of its Affiliates shall not charge any additional franchise fees in connection with such Properties and (II) with respect to the Properties managed by any Person other than InterContinental Hotels Group or any of its Affiliates, four percent (4%) of the gross income derived from the Property (excluding any incentive management fees which are subordinate to the Loan). Borrower shall (or shall cause Operating Lessee to) (i) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement Agreement, on the part of Borrower Operating Lessee to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower Operating Lessee under the Management Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Borrower Operating Lessee of any default by Borrower Operating Lessee in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower Operating Lessee to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent Neither Borrower nor Operating Lessee shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any material respect, either orally or in writing, and . Borrower hereby assigns (and Borrower shall cause Operating Lessee to assign) to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower and/or Operating Lessee to surrender the Management Agreement Agreement, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement Agreement, in any material respect, and any such surrender of the Management Agreement Agreement, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement in any material respect, without the prior consent of Lender Lender, shall be void and of no force and effect. Any such proposed modification, change, supplement, alteration or amendment of the Management Agreement submitted to Lender for approval shall be deemed approved if (i) Borrower delivers to Lender a written request for such approval marked in bold lettering with the following language: "LENDER'S RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER. FAILURE TO RESPOND SHALL BE DEEMED AN APPROVAL." and the envelope containing the request is marked "PRIORITY"; and (ii) Lender shall have failed to notify Borrower of its approval or disapproval within such fifteen (15) Business Days following Lender's receipt of Borrower's written request together with such proposed modification, change, supplement, alteration or amendment of the Management Agreement, and any and all other information and documentation relating thereto reasonably required by Lender to reach a decision. In no event shall Lender be deemed to have approved (1) a surrender, termination or cancellation of the Management Agreement, (2) any change having a material adverse effect on Borrower's or Operating Lessee's costs or obligations under the Management Agreement, or (3) or a new management agreement with a new property manager. Upon Borrower's request, Lender shall deliver to Borrower a reasonably detailed description of the reasons for any disapprovals under this Section 5.1.18. If Borrower Operating Lessee shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower Operating Lessee to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower Operating Lessee to be performed or observed to be promptly performed or observed on behalf of Borrower, Operating Lessee to the end that the rights of Borrower Operating Lessee in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person Person designated by Lender by written notice to Borrower shall have, and are hereby granted, the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Borrower and/or Operating Lessee of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower and Operating Lessee shall notify Lender if not, and shall not permit the Manager to, sub-contracts to a third party contract all or an affiliate any or all material portion of its management responsibilities under the Management AgreementAgreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or conditioned. Borrower shall, from time to time, use its best efforts cause Operating Lessee to obtain from request of Manager under the Management Agreement and deliver to Lender upon receipt such certificates of estoppel with respect to compliance by Borrower Operating Lessee with the terms of the Management Agreement as may be reasonably requested by Lender. Borrower and/or Operating Lessee shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by to the extent required to continue it in full force and effect until after the Maturity Date, and Borrower hereby authorizes and appoints (and shall cause Operating Lessee to authorize and appoint) Lender made at any time within one (1) year of the last day upon which their attorney-in-fact to exercise any such option may in the name of and upon behalf of Borrower and/or Operating Lessee, which power of attorney shall be exercisedirrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument Instruments and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) Borrower shall (i) diligently perform, observe and enforce all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice to Borrower of any default (after applicable notice and cure) by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without LenderXxxxxx’s prior written consent, which consent shall (such consent not to be unreasonably withheld, conditioned withheld or delayed), Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any material respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any material respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender (such consent not to be unreasonably withheld or delayed) shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best commercially reasonable efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by LenderXxxxxx. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender Xxxxxx made at any time within one (1) year of the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise, during the continuance of an Event of Default, any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) The Improvements on the Property are operated under the terms and conditions of the Management Agreement or Replacement Management Agreement as applicable. Borrower shall cause Mortgage Borrower to (i) diligently perform, perform and observe and enforce in all material respects all of the terms, covenants and conditions of the Management Agreement or Replacement Management Agreement, if applicable, on the part of such Mortgage Borrower to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the material rights of such Mortgage Borrower under the Management Agreement or Replacement Management Agreement, if applicable and (ii) promptly notify Lender of the giving of any notice to such Mortgage Borrower of any material default by such Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement or Replacement Management Agreement, if applicable on the part of such Mortgage Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s Borrower shall not, and shall not cause, permit, suffer to exist the surrender of the Management Agreement or Replacement Management Agreement, if applicable, a consent to the assignment by the Manager of its interest under the Management Agreement (except as provided herein) or Replacement Management Agreement, if applicable, or a termination or cancellation of the Management Agreement or Replacement Management Agreement, if applicable, or a modification, change, supplement, alteration or amendment of the Management Agreement or Replacement Management Agreement, if applicable, in any material respect, either orally or in writing, without the prior written consentconsent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and . Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or Replacement Management Agreement, if applicable, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement or Replacement Management Agreement, if applicable, in any respect, and any such surrender of the Management Agreement or Replacement Management Agreement, if applicable, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement or Replacement Management Agreement, if applicable, without the prior consent of Lender Lender, which consent shall not be unreasonably withheld, conditioned or delayed, shall be void and of no force and effect. If Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement or Replacement Management Agreement, if applicable, on the part of Mortgage Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement or Replacement Management Agreement, if applicable, on the part of Mortgage Borrower to be performed or observed to be promptly performed or observed on behalf of Mortgage Borrower, to the end that the rights of Mortgage Borrower in, to and under the Management Agreement or Replacement Management Agreement, if applicable, shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right upon reasonable advance written notice to Borrower and Mortgage Borrower to enter upon the Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to a Mortgage Borrower of material default under the Management Agreement or Replacement Management Agreement, if applicable, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereonthereon unless such action constitutes the willful misconduct, fraud, illegal acts or gross negligence of Lender or Lender’s agent. Borrower shall notify Lender if the Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement or Replacement Management Agreement, if applicable. Borrower shall, from time to time, use its best efforts to obtain from the Manager under the Management Agreement such certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Management Agreement or Replacement Management Agreement, if applicable, as may be reasonably requested by LenderLender to the extent provided for in the Management Agreement or Replacement Management Agreement if the Manger is not an affiliate of Borrower. Borrower shall exercise or cause the exercise of each individual option, if any, to extend or renew the term of the Management Agreement or Replacement Management Agreement, if applicable, upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, as the sole owner of Mortgage Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien Lien of the Security Instrument Instruments and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) Borrower shall (i) diligently perform, cause the Property to be managed pursuant to the Management Agreement; (ii) promptly perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify Lender of the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of under the Management Agreement on of which it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Borrower under the part Management Agreement; and (v) promptly enforce the performance and observance of Borrower all of the covenants required to be performed and observed and deliver to Lender a true copy of each such noticeby Manager under the Management Agreement. Without LenderXxxxxx’s prior written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed, Borrower shall not surrender (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.11.2), provided however, that so long as no Event of Default has occurred and is continuing, and Borrower is not otherwise required to terminate the Management Agreement pursuant to Section 5.11.2, Borrower shall have the right to renew the Management Agreement without Lender’s prior written consent so long as such renewal is on the same terms and conditions that exist pursuant to the Management Agreement on the date hereof and Borrower delivered to Lender a copy of such renewal; (b) reduce or consent to the reduction of the term of the Management Agreement, ; (c) increase or consent to the assignment by Manager increase of its interest the amount of any charges under the Management Agreement, or terminate or cancel the Management Agreement or ; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the Management Agreement, in ; or (e) suffer or permit the occurrence and continuance of a default beyond any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and applicable cure period under the Management Agreement shall be kept unimpaired and free from default. Lender and (or any person designated by Lender shall have, and are hereby granted, successor management agreement) if such default permits the right Manager to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under terminate the Management Agreement (or such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender thereforsuccessor management agreement).

Management Agreement. (a) Borrower shall (i) cause Manager to manage the Property in accordance with the Management Agreement, (ii) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performedperformed and observed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (iiiii) promptly notify Lender of the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of under the Management Agreement on of which it is aware, (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, estimate, report and each material notice received by it under the part Management Agreement, and (v) promptly enforce the performance and observance of Borrower all of the covenants required to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effectaccordance with commercially reasonable real estate practices for similar properties. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under the generality of the other provisions of this AgreementLoan Documents, and without waiving or releasing Borrower from any of its obligations hereunderObligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to observed. (b) Borrower shall not, without the prior written consent of Lender (which consent may be promptly performed or observed conditioned, without limitation, on behalf Lender’s receipt of Borrower, to the end evidence that the rights same would not result in a breach or violation of Borrower inany Property Document), to and under (i) surrender, terminate, cancel, modify, renew or extend the Management Agreement (other than a renewal or extension provided for in the Management Agreement); provided, that, so long as no Event of Default shall have occurred and be kept unimpaired and free from default. Lender and continuing or would occur as a result of such replacement, Borrower may replace Manager with a Qualified Manager pursuant to a Qualified Management Agreement, (ii) enter into any person designated by Lender shall have, and are hereby granted, new or other agreement relating to the right to enter upon management or operation of the Property at with Manager or any time and from time other Person, (iii) consent to time for the purpose assignment by Manager of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default its interest under the Management Agreement, such notice shall constitute full protection (iv) permit or suffer any transfer of the ownership, management or Control of an Affiliated Manager to Lender for occur, or (v) waive or release any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager rights and remedies under the Management Agreement such certificates in any material respect. (c) In the event that the Management Agreement expires or is surrendered, terminated or canceled (without limiting any obligation of estoppel with respect Borrower to compliance by Borrower with the terms obtain Lender’s consent to any surrender, termination, cancellation, modification, renewal or extension of the Management Agreement as may be requested by Lender. in accordance with the terms and provisions of this Agreement), Borrower shall exercise each individual option, if any, to extend or renew the term of the enter into a Qualified Management Agreement upon demand with a Qualified Manager contemporaneously with such expiration, surrender, termination or cancellation. (d) Lender shall have the right to require Borrower to replace Manager with respect to the Property as a whole or any one or more Individual Properties designated by Lender made at any Xxxxxx from time within one (1) year of to time with a Qualified Manager chosen by Borrower which is not an Affiliated Manager to manage the last day upon which any such option may be exercised. Any sums expended by Lender Property pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.Qualified Management

Management Agreement. (a) Borrower shall (i) diligently perform, observe and enforce all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s 's prior written consent, which such consent shall not to be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement as it relates to the Property, or modify, change, supplement, alter or amend the Management AgreementAgreement as it relates to the Property, in any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement as it relates to the Property in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender consents required pursuant to this Section 4.15(a) shall be void and of no force and effect; provided that, Borrower shall not be required to obtain Lender's consent with respect to any non-material changes, supplements, alterations or amendments to the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, subject to the terms and conditions of, and the rights of Tenants under the Leases, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management AgreementAgreement with respect to the Property. Borrower shall, from time to time, use its best commercially reasonable efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be reasonably requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and, should Borrower so fail to exercise such option, Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Applicable Interest Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) Borrower shall (i) diligently perform, observe and enforce all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (ii) promptly notify Lender Administrative Agent of the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender Administrative Agent a true copy of each such notice. Without Lender’s Requisite Lenders’ prior written consentconsent (which must include the consent of any Lender then acting as Administrative Agent), which such consent shall not to be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement as it relates to each Individual Property or modify, change, supplement, alter or amend the Management AgreementAgreement as it relates to each Individual Property, in any respect, either orally or in writing, and Borrower hereby assigns to Lender Administrative Agent, for the benefit of Lenders, as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement as it relates to each Individual Property in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender consents required pursuant to this Section 4.15(a) shall be void and of no force and effect; provided that, Borrower shall not be required to obtain Administrative Agent’s consent with respect to any non-material changes, supplements, alterations or amendments to the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender Administrative Agent and any person Person designated by Lender Administrative Agent shall have, and are hereby granted, subject to the terms and conditions of, and the rights of Tenants, under the Leases (and any applicable SNDA), the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender Administrative Agent a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender Administrative Agent and Lenders for any action taken or omitted to be taken by Administrative Agent or any Lender in good faith, in reliance thereon. Borrower shall notify Lender Administrative Agent if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management AgreementAgreement with respect to each Individual Property. Borrower shall, from time to time, use its best commercially reasonable efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be reasonably requested by Administrative Agent on behalf of any Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Administrative Agent (as directed by Requisite Lenders (which must include any Lender then acting as Administrative Agent)) made at any time within one (1) year of the last day upon which any such option may be exercised, and, should Borrower so fail to exercise such option, Borrower hereby expressly authorizes and appoints Administrative Agent its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender Administrative Agent pursuant to this paragraph shall bear interest at the Default Interest Rate from the date such cost is incurred to the date of payment to Lender, Administrative Agent shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Administrative Agent or any Lender therefor.

Management Agreement. (a) The Improvements on the Property are operated under the terms and conditions of the Management Agreement. Borrower shall (i) diligently perform, perform and observe and enforce in all material respects all of the terms, covenants and conditions of the Management Agreement or Replacement Management Agreement, if applicable, on the part of Borrower to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the material rights of Borrower under the Management Agreement or Replacement Management Agreement, if applicable, and (ii) promptly notify Lender of the giving of any notice to Borrower of any material default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement or Replacement Management Agreement, if applicable, on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s Borrower shall not surrender the Management Agreement or Replacement Management Agreement, if applicable, consent to the assignment by the Manager of its interest under the Management Agreement (except as provided herein) or Replacement Management Agreement, if applicable, or terminate or cancel the Management Agreement or Replacement Management Agreement, if applicable, or modify, change, supplement, alter or amend the Management Agreement or Replacement Management Agreement, if applicable, in any material respect, either orally or in writing, without the prior written consentconsent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and . Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or Replacement Management Agreement, if applicable, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement or Replacement Management Agreement, if applicable, in any respect, and any such surrender of the Management Agreement or Replacement Management Agreement, if applicable, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement or Replacement Management Agreement, if applicable, without the prior consent of Lender Lender, which consent shall not be unreasonably withheld, conditioned or delayed, shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement or Replacement Management Agreement, if applicable, on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement or Replacement Management Agreement, if applicable, on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement or Replacement Management Agreement, if applicable, shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right upon reasonable advance written notice to Borrower to enter upon the Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Borrower of material default under the Management Agreement or Replacement Management Agreement, if applicable, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereonthereon unless such action constitutes the willful misconduct, fraud, illegal acts or gross negligence of Lender or Lender’s agent. Borrower shall notify Lender if the Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement or Replacement Management Agreement, if applicable. Borrower shall, from time to time, use its best efforts to obtain from the Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement or Replacement Management Agreement, if applicable, as may be reasonably requested by LenderLender to the extent provided for in the Management Agreement or Replacement Management Agreement if the Manager is not an Affiliate of Borrower. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement or Replacement Management Agreement, if applicable, upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. Borrower shall cause Operating Lessee to (i) diligently perform, perform and observe and enforce all of the material terms, covenants and conditions of the each Management Agreement Agreement, on the part of Borrower Operating Lessee to be performed, performed and observed and enforced to in accordance with the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement terms thereof and (ii) promptly notify Lender of the giving of any notice by any Manager to Borrower Operating Lessee of any default by Borrower Operating Lessee in the performance or observance of any of the material terms, covenants or conditions of the applicable Management Agreement on the part of Borrower Operating Lessee to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consentBorrower shall not permit or cause Operating Lessee to (1) surrender any Management Agreement, (2) except as required by the terms of the Management Agreement, consent to the assignment by any Manager of its respective interest under the applicable Management Agreement, (3) terminate or cancel any Management Agreement, or (4) except as required by the terms of the Management Agreement, modify or amend any Management Agreement, in any material respect, either orally or in writing in each case without the consent of Lender which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that immaterial modifications, amendments, changes or supplements of any Management Agreement may be made without consent of Lender (provided, that, in no instance shall any modification, amendment, change or supplement of the Marriott Management Documents which would reduce the consent rights or other discretionary rights of Mortgage Borrower and/or Operating Lessee thereunder from those set forth in the Marriott Management Documents as of the Closing Date be deemed immaterial); and provided further, that, Borrower shall not surrender the Management Agreementmay permit Operating Lessee to, without Lender’s consent (except with respect to any Lender consent required pursuant to the assignment by definitions of Qualified Manager of its interest under the Management Agreement, or terminate or cancel the and Replacement Management Agreement set forth herein), replace the Manager so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement and any termination fees and other sums payable to the Manager being replaced are either (i) paid from Excess Cash Flow which is entitled to be used for such payment in accordance with the terms and conditions of this Agreement or modify(ii) paid from an equity contribution to the Operating Lessee from sources other than the Collateral and the Mortgage Loan Collateral. Subject to the rights of Mortgage Lender, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower Operating Lessee to surrender the any Management Agreement or Agreement, or, except as otherwise provided in this Agreement, to terminate, cancel, modify, change, supplement, alter modify or amend the any Management Agreement Agreement, in any material respect, and any such surrender of the any Management Agreement Agreement, or termination, cancellation, modification, change, supplement, alteration modification or amendment of the any Management Agreement Agreement, without the prior consent of Lender (other than as permitted pursuant to this Agreement) shall be void and of no force and effect. If Borrower Operating Lessee shall default in the performance or observance of any material term, covenant or condition of the any Management Agreement on the part of Borrower Operating Lessee to be performed or observedobserved and subject to the rights of Mortgage Lender, then, if such default is not remedied within the lesser of (i) ten (10) Business Days of receipt of notice by Borrower from Lender and (ii) such period of time as, should Borrower fail to cause Operating Lessee to remedy such default after receipt of notice thereof, shall give Lender a reasonable period of time to cure such default, then without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower or Operating Lessee from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the applicable Management Agreement on the part of Borrower Operating Lessee to be performed or observed to be promptly performed or observed on behalf of Borrower, Operating Lessee. Subject to the end that the rights of Borrower inMortgage Lender, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person Person designated by Lender shall have, and are hereby granted, the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If any Manager shall deliver to Lender a copy of any notice sent to Borrower Operating Lessee of default under the any Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if not permit Operating Lessee to, and shall cause Operating Lessee to not permit any Manager to, subject to the terms of the Management Agreement, sub-contracts to a third party or an affiliate contract any or all of its respective management responsibilities under any Management Agreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. Following the occurrence and during the continuance of an Event of Default, Borrower shall cause Operating Lessee to not exercise any rights or make any decisions, grant any approvals or otherwise take any action under the Management AgreementAgreement without the prior consent of Lender, which consent may be granted, conditioned or withheld in Lender’s sole discretion. Borrower shallshall cause Operating Lessee to, from time to time, use its best commercially reasonable efforts to obtain from each Manager under the Management Agreement and deliver to Lender, Mortgage Lender and Mezzanine B Lender such certificates of estoppel with respect to compliance by Borrower Operating Lessee with the terms of the applicable Management Agreement as may be requested by Lender. ; provided, that, so long as no Event of Default has occurred and is continuing, Borrower shall exercise each individual option, if any, not be required to extend or renew the term of the Management Agreement upon demand by Lender made at any time within cause Operating Lessee to provide such statement more than one (1) year time in any Fiscal Year, provided, further, that such estoppel shall be addressed to each of the last day upon which any such option may be exercisedLender, Mortgage Lender and Mezzanine B Lender. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument Pledge Agreement and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) The Improvements on the Property are operated under the terms and conditions of the Management Agreement. In no event shall the management fees under the Management Agreement exceed two and one-half percent (2.5%) of the gross income derived from the Property. Borrower shall (i) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement Agreement, on the part of Borrower to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and . Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement Agreement, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement Agreement, in any respect, and any such surrender of the Management Agreement Agreement, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement Agreement, without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default beyond any applicable notice and cure period in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person Person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if not, and shall not permit Manager to, sub-contracts to a third party or an affiliate contract any or all of its management responsibilities under the Management AgreementAgreement to a third party without the prior written consent of Lender, which will not be unreasonably withheld. Borrower shall, from time to time, use its best efforts to obtain from the Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) Borrower shall (and shall cause Mortgage Borrower to) (i) diligently perform, observe and enforce all of the terms, covenants and conditions of the Management Agreement on the part of Mortgage Borrower to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Mortgage Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice to Mortgage Borrower of any default by Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Mortgage Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which such consent shall not to be unreasonably withheld, conditioned or delayed, Borrower shall not permit Mortgage Borrower to surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to permit Mortgage Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender consents required pursuant to this Section 4.15(a) shall be void and of no force and effect; provided that, Borrower shall not be required to obtain Lender’s consent with respect to any non-material changes, supplements, alterations or amendments to the Management Agreement. If Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Mortgage Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Mortgage Borrower to be performed or observed to be promptly performed or observed on behalf of Mortgage Borrower, to the end that the rights of Mortgage Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, subject to the terms and conditions of, and the rights of Tenants under the Leases, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Mortgage Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shallshall (and shall cause Mortgage Borrower to), from time to time, use its best commercially reasonable efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Management Agreement as may be reasonably requested by Lender. Borrower shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and, should Borrower so fail to exercise such option, (on behalf of Mortgage Borrower) hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Mortgage Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Interest Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) Borrower Each Collateral Property is operated under the terms and conditions of the applicable Management Agreement. Operating Lessee shall (i) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement Agreements on the part of Borrower Operating Lessee to be performed, performed and observed and enforced to the end that all things shall be A/72912756.15 done which are necessary to keep unimpaired the rights of Borrower Operating Lessee under the Management Agreement Agreements and (ii) promptly notify Lender Administrative Agent and the Lenders of the giving of any notice by any Manager to Borrower Operating Lessee of any default by Borrower Operating Lessee in the performance or observance of any of the terms, covenants or conditions of the any Management Agreement on the part of Borrower Operating Lessee to be performed and observed and deliver to Lender Administrative Agent a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower Operating Lessee shall not surrender the any Management Agreement, consent to the assignment by any Manager of its interest under the a Management Agreement, or terminate or cancel the any Management Agreement Agreement, or modify, change, supplement, alter or amend the any Management Agreement, in any material respect, either orally or in writing, and Borrower writing without Required Lenders’ prior written consent. Borrowers hereby assigns assign to Lender Administrative Agent for benefit of the Secured Parties as further security for the payment of the Debt Obligations and for the performance and observance of the terms, covenants and conditions of this AgreementAgreement and the other Loan Documents, all the rights, privileges and prerogatives of Borrower Borrowers to surrender the any Management Agreement Agreement, or to terminate, cancel, modify, change, supplement, alter or amend the such Management Agreement Agreements, in any material respect, and any such surrender of the such Management Agreement Agreements, or termination, cancellation, modification, change, supplement, alteration or amendment of the any Management Agreement in any material respect, without the prior consent of Lender Administrative Agent and Required Lenders, shall be void and of no force and effect. If Borrower shall default in the performance Any such proposed modification, change, supplement, alteration or observance of any material term, covenant or condition amendment of the Management Agreement on submitted to Administrative Agent and the part Lenders for approval shall be deemed approved if (i) Borrowers deliver to the Lenders a written request for such approval marked in bold lettering with the following language: “ADMINISTRATIVE AGENT AND REQUIRED LENDERS’ RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A TERM LOAN AGREEMENT AMONG THE UNDERSIGNED, AND ADMINISTRATIVE AGENT AND OTHERS” and the envelope containing the request must be marked “PRIORITY”, and (ii) Administrative Agent and Required Lenders shall have failed to notify Borrowers of Borrower to be performed approval or observeddisapproval within such fifteen (15) Business Days following Administrative Agent’s and the Lenders’ receipt of Borrowers’ written request together with such proposed modification, thenchange, without limiting the generality supplement, alteration or amendment of the other provisions of this Management Agreement, and without waiving any and all other information and documentation relating thereto reasonably required by Administrative Agent or releasing Borrower from any of its obligations hereunderthe Lenders to reach a decision. In no event shall Administrative Agent or the Required Lenders be deemed to have approved (1) a surrender, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act termination or take any action as may be appropriate to cause all the terms, covenants and conditions cancellation of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of BorrowerAgreement, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and (2) any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender change having a copy of any notice sent to Borrower of default Material Adverse Effect under the Management Agreement, or (3) or a new management agreement with a new property manager. Upon a Borrower’s request, Administrative Agent and each of the disapproving Lenders shall deliver to such notice shall constitute full protection to Lender Borrower a reasonably detailed description of the reasons for any action taken or omitted disapprovals under this Section 7.17. The certain modifications to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, Agreements described in Schedule 7.17 shall be deemed to constitute a portion have been preapproved by Administrative Agent and the Required Lenders as of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender thereforClosing Date.

Management Agreement. (a) Borrower shall (i) diligently perform, observe and enforce all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (ii) promptly notify Lender Administrative Agent of the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender Administrative Agent a true copy of each such notice. Without Lender’s Requisite Lenders’ prior written consentconsent (which must include the consent of any Lender then acting as Administrative Agent), which such consent shall not to be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement as it relates to the Property or modify, change, supplement, alter or amend the Management AgreementAgreement as it relates to the Property, in any respect, either orally or in writing, and Borrower hereby assigns to Lender Administrative Agent, for the benefit of Lenders, as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement as it relates to the Property in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender consents required pursuant to this Section 4.15(a) shall be void and of no force and effect; provided that, Borrower shall not be required to obtain Administrative Agent’s consent with respect to any non-material changes, supplements, alterations or amendments to the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender Administrative Agent and any person Person designated by Lender Administrative Agent shall have, and are hereby granted, subject to the terms and conditions of, and the rights of Tenants, under the Leases (and any applicable SNDA), the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender Administrative Agent a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender Administrative Agent and Lenders for any action taken or omitted to be taken by Administrative Agent or any Lender in good faith, in reliance thereon. Borrower shall notify Lender Administrative Agent if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management AgreementAgreement with respect to the Property. Borrower shall, from time to time, use its best commercially reasonable efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be reasonably requested by Administrative Agent on behalf of any Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Administrative Agent (as directed by Requisite Lenders (which must include any Lender then acting as Administrative Agent)) made at any time within one (1) year of the last day upon which any such option may be exercised, and, should Borrower so fail to exercise such option, Borrower hereby expressly authorizes and appoints Administrative Agent its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender Administrative Agent pursuant to this paragraph shall bear interest at the Default Interest Rate from the date such cost is incurred to the date of payment to Lender, Administrative Agent shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Administrative Agent or any Lender therefor.

Management Agreement. (a) The Improvements on the Properties -------------------- are operated under the terms and conditions of the Management Agreement or Replacement Management Agreement as applicable. Borrower shall (i) diligently perform, perform and observe and enforce in all material respects all of the terms, covenants and conditions of the Management Agreement or Replacement Management Agreement, if applicable, on the part of Borrower to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the material rights of Borrower under the Management Agreement or Replacement Management Agreement, if applicable and (ii) promptly notify Lender of the giving of any notice to Borrower of any material default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement or Replacement Management Agreement, if applicable on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s Borrower shall not surrender the Management Agreement or Replacement Management Agreement, if applicable, consent to the assignment by the Manager of its interest under the Management Agreement (except as provided herein) or Replacement Management Agreement, if applicable, or terminate or cancel the Management Agreement or Replacement Management Agreement, if applicable, or modify, change, supplement, alter or amend the Management Agreement or Replacement Management Agreement, if applicable, in any material respect, either orally or in writing, without the prior written consentconsent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and . Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or Replacement Management Agreement, if applicable, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement or Replacement Management Agreement, if applicable, in any respect, and any such surrender of the Management Agreement or Replacement Management Agreement, if applicable, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement or Replacement Management Agreement, if applicable, without the prior consent of Lender Lender, which consent shall not be unreasonably withheld, conditioned or delayed, shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement or Replacement Management Agreement, if applicable, on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement or Replacement Management Agreement, if applicable, on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement or Replacement Management Agreement, if applicable, shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right upon reasonable advance written notice to Borrower to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Borrower of material default under the Management Agreement or Replacement Management Agreement, if applicable, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereonthereon unless such action constitutes the willful misconduct or gross negligence of Lender or Lender's agent. Borrower shall notify Lender if the Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement or Replacement Management Agreement, if applicable. Borrower shall, from time to time, use its best efforts to obtain from the Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement or Replacement Management Agreement, if applicable, as may be reasonably requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement or Replacement Management Agreement, if applicable upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument Instruments and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) As of the date hereof, Owner has not engaged any manager to manage the Property and pays no property management fee to any manager. In the event that Owner enters into a Management Agreement with a Manager, Manager and Owner shall, as a condition of Lender’s consent, execute a subordination of the Management Agreement in a form reasonably acceptable to Lender. Borrower shall shall: (ia) diligently perform, cause Owner to cause the Property to be managed pursuant to the Management Agreement; (b) cause Owner to promptly perform and observe and enforce all of the covenants required to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (c) promptly notify (or cause Owner to notify) Lender of any default beyond all applicable notice and cure periods under the Management Agreement of which it is aware; (d) promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (e) cause Owner to promptly enforce in a commercially reasonable manner the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement. If Owner shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Owner to be performed or observed beyond all applicable notice and cure periods, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower Owner to be performed and observed and deliver to Lender a true copy of each such noticeor observed. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender permit Owner to: (i) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace Manager or enter into any other management agreement (except pursuant to Section 5.12.2 hereof); (ii) reduce or consent to the reduction of the term of the Management Agreement, ; (iii) increase or consent to the assignment by Manager increase of its interest the amount of any charges under the Management Agreement, or terminate or cancel the Management Agreement or ; (iv) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its material rights and remedies under, the Management Agreement, in ; or (v) suffer or permit the occurrence and continuance of a default beyond any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and applicable cure period under the Management Agreement shall be kept unimpaired and free from default. Lender and (or any person designated by Lender shall have, and are hereby granted, the right successor management agreement) if such default permits Manager to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under terminate the Management Agreement (or such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender thereforsuccessor management agreement).

Management Agreement. (ai) Borrower shall use commercially reasonable efforts to cause Manager to manage and lease the Property in accordance with the Management Agreement. Borrower shall (iA) diligently performperform and observe, observe and enforce in each case in all material respects, all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performedperformed and observed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (iiB) promptly notify Lender of the giving Administrative Agent of any written notice to Borrower of any material default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed beyond any applicable grace, notice and cure periods, (C) promptly following receipt of Administrative Agent’s written request, promptly deliver to Lender Administrative Agent a true copy of each such notice. Without Lender’s prior written consentfinancial statement, which consent shall not be unreasonably withheldbusiness plan, conditioned or delayedcapital expenditures plan, Borrower shall not surrender report and estimate received by it pursuant to the terms of the Management Agreement, consent and (D) promptly enforce the performance and observance in all material respects of all of the covenants required to the assignment be performed and observed by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observedobserved beyond any applicable grace, notice or cure periods, then, without limiting the generality of Administrative Agent’s other rights or remedies under this Agreement or the other provisions of this AgreementLoan Documents, and without waiving or releasing Borrower from any of its obligations hereunderObligations hereunder or under the Management Agreement, Lender as applicable, Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereonobserved. Borrower shall notify Lender if Manager sub-contracts hereby agrees to a third party or an affiliate any or pay to Administrative Agent promptly following written demand, all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums so paid and expended by Lender pursuant to this paragraph shall bear Administrative Agent in connection therewith, together with interest thereon at the Default Rate from the date day on which Borrower receives such cost is incurred to demand until paid. All sums so paid and expended by Administrative Agent and the date of payment to Lender, shall be deemed to constitute a portion of the Debt, interest thereon shall be secured by the lien legal operation and effect of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender thereforMortgage.

Management Agreement. (ai) Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to cause Manager to manage and lease the Property in accordance with the Management Agreement. Borrower shall cause Mortgage Borrower to (iA) diligently performperform and observe, observe and enforce in each case in all material respects, all of the terms, covenants and conditions of the Management Agreement on the part of Mortgage Borrower to be performedperformed and observed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (iiB) promptly notify Lender of the giving Administrative Agent of any written notice to Borrower or Mortgage Borrower of any material default by Borrower or Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Mortgage Borrower to be performed and observed beyond any applicable grace, notice and cure periods, (C) promptly following receipt of Administrative Agent’s written request, promptly deliver to Lender Administrative Agent a true copy of each such notice. Without Lender’s prior written consentfinancial statement, which consent shall not be unreasonably withheldbusiness plan, conditioned or delayedcapital expenditures plan, Borrower shall not surrender report and estimate received by it pursuant to the terms of the Management Agreement, consent and (D) promptly enforce the performance and observance in all material respects of all of the covenants required to the assignment be performed and observed by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Mortgage Borrower to be performed or observedobserved beyond any applicable grace, notice or cure periods, then, without limiting the generality of Administrative Agent’s other rights or remedies under this Agreement or the other provisions of this AgreementLoan Documents, and without waiving or releasing Borrower from any of its obligations hereunderObligations hereunder or Mortgage Borrower’s Obligations or under the Management Agreement, Lender as applicable, Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Mortgage Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereonobserved. Borrower shall notify Lender if Manager sub-contracts hereby agrees to a third party or an affiliate any or pay to Administrative Agent promptly following written demand, all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums so paid and expended by Lender pursuant to this paragraph shall bear Administrative Agent in connection therewith, together with interest thereon at the Default Rate from the date day on which Borrower receives such cost is incurred to demand until paid. All sums so paid and expended by Administrative Agent and the date of payment to Lender, shall be deemed to constitute a portion of the Debt, interest thereon shall be secured by the lien legal operation and effect of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender thereforPledge Agreement.

Management Agreement. (a) Leasehold Borrower shall (i) diligently perform, observe and enforce all of the terms, covenants and conditions of the Management Agreement on the part of Leasehold Borrower to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Leasehold Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice to Leasehold Borrower of any default by Leasehold Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Leasehold Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not to be unreasonably withheld, conditioned or delayed, Leasehold Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and Leasehold Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Leasehold Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the management fees under the Management Agreement exceed three percent (3%) of the gross income derived from the Property. Pledgor shall cause Mortgage Borrower shall to (i) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement Agreement, on the part of Mortgage Borrower to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Mortgage Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Mortgage Borrower of any default by Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Mortgage Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent Pledgor shall not be unreasonably withheld, conditioned or delayed, cause Mortgage Borrower shall to not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writingwriting without the Lender’s prior written consent, and Borrower hereby assigns to Lender as further security for which consent shall not be unreasonably, withheld, conditioned or delayed. In the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender event that the Management Agreement expires or is terminated (without limiting any obligation of Pledgor to terminate, cancel, modify, change, supplement, alter obtain Lender’s consent to any termination or amend modification of the Management Agreement in any respectaccordance with the terms and provisions of this Agreement), and any such surrender of the Pledgor shall cause Mortgage Borrower to promptly enter into a Replacement Management Agreement with Manager or terminationanother Qualified Manager, cancellationas applicable. Subject to the rights of Mortgage Lender, modificationMezzanine A Lender, changeMezzanine B Lender and Mezzanine C Lender, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If if Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Mortgage Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower Pledgor from any of its obligations hereunder, Pledgor shall permit Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Mortgage Borrower to be performed or observed to be promptly performed or observed on behalf of Mortgage Borrower, to the end that the rights of Mortgage Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such action. Pledgor shall cause Lender and any person Person designated by Lender shall have, and are hereby granted, to have the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Pledgor or Mortgage Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Pledgor shall cause Mortgage Borrower to not, and shall notify Lender if not permit the Manager to, sub-contracts to a third party or an affiliate contract any or all of its management responsibilities under the Management AgreementAgreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. Borrower Pledgor shall, from time to time, use its best commercially reasonable efforts to obtain from the Manager under the Management Agreement such certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument Pledge Agreement and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) Borrower shall (i) diligently perform, observe and enforce all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) Borrower shall will (i) diligently performcause the Property to be managed pursuant to the Management Agreement, (ii) promptly perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder, (iiiii) promptly notify Lender of any default under the giving Management Agreement of which it is aware, (iv) promptly deliver to Lender a copy of any other notice to Borrower of given for any default other reason by Borrower in to Manager pursuant to the performance or observance of any of the terms, covenants or conditions terms of the Management Agreement on Agreement, and (v) promptly accept and/or enforce the part performance and observance of Borrower all of the covenants required to be performed and observed and deliver to Lender a true copy of each such noticeby Manager under the Management Agreement. Without Lender’s prior written consent, which such consent shall not to be unreasonably withheld, conditioned or delayedexercised in Lender’s sole and absolute discretion, Borrower shall will not surrender (a) surrender, terminate, cancel, extend or renew the Management Agreement, waive any defaults thereunder, or otherwise replace the Manager or enter into any other management agreement, (b) reduce or consent to the assignment by Manager reduction of its interest the term of the Management Agreement, (c) increase or consent to the increase of the amount of any charges under the Management Agreement, or terminate or cancel the Management Agreement or (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the Management Agreement, in (e) suffer or permit the occurrence and continuance of a default beyond any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and applicable cure period under the Management Agreement shall (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or any successor management agreement), or (f) knowingly permit the ​ ​ ​ ownership, management, or control of the Manager to be kept unimpaired and free from defaulttransferred to any Person except as otherwise permitted pursuant to Section 18.1 of the Management Agreement. Lender and Borrower will not assign, pledge, delegate, waive or transfer any person designated by Lender shall haveinterests, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default rights or obligations under the Management Agreement, such notice shall constitute full protection including the proceeds thereof, Borrower will not borrow, or accept any forbearance to collect, any amount due from it to Manager or any affiliate of Manager without the prior written consent of Lender. Lender for may ender a cure or to cure any action taken default or omitted to be taken by Lender purported default in good faith, in reliance thereon. the obligations of Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand and that any cost incurred by Lender made at any time within one (1) year in connection with such cure or attempt to cure will constitute an additional advance as a demand obligation of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to Borrower under this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument Agreement and the other Loan Documents and shall be immediately due and payable upon demand by Lender thereforDocuments.

Management Agreement. The management of the Mortgaged Property shall be by either: (a) Borrower, Property Manager or an entity affiliated with Borrower approved by Lender (which approval shall not be unreasonably withheld, conditioned or delayed) or (ib) diligently performa professional property management company approved by Lender (any such person or entity, observe and enforce all of including Property Manager, which manages the termsMortgaged Property, covenants and conditions of other than Borrower, is hereinafter referred to as the Management Agreement on the part of Borrower to be performed, observed and enforced to the end that all things "Manager"). Any such management by an affiliated entity or a professional property management company shall be done which are necessary pursuant to keep unimpaired a written agreement approved by Lender; it being understood that Lender hereby approves the rights of Borrower under Property Manager and the Property Management Agreement and (ii) promptly notify Lender of Agreement. In no event shall Property Manager or any subsequent Manager be removed or replaced or the giving terms of any notice to Borrower of any default by Borrower in management agreement, including, the performance Property Management Agreement, modified or observance of any of amended without the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed). In the event (i) of an Event of Default or any default occurring under any management contract beyond all applicable cure and grace periods then in effect, Borrower shall which default is not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreementcured within any applicable grace or cure period, or terminate (ii) of a change in control (fifty percent or cancel more) of the Management Agreement ownership of Manager or modifyif Manager provides cause for termination, changeincluding, supplementwithout limitation, alter gross negligence, willful misconduct or amend fraud, or (iii) of the Management Agreement, Manager becoming insolvent or a debtor in any respect, either orally bankruptcy or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunderinsolvency proceeding, Lender shall have the rightright to terminate, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of direct Borrower to be performed or observed to be promptly performed or observed on behalf of Borrowerterminate, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property such management contract at any time and from time to time for the purpose of taking and, in any such actionevent of termination of the management contract, to retain, or to direct Borrower to retain, a new management agent approved by Lender (which consent shall not be unreasonably withheld, conditioned or delayed). If Manager Any such successor manager shall deliver be a reputable management company and shall be reasonably acceptable to Lender a copy (which consent shall not be unreasonably withheld, conditioned or delayed). All Rents generated by or derived from the Mortgaged Property shall first be utilized solely for current expenses directly attributable to the ownership and operation of any notice sent the Mortgaged Property, including, without limitation, current expenses relating to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel Borrower's liabilities and obligations with respect to compliance by Borrower with the terms of the Management this Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents Documents, and none of the Rents generated by or derived from the Mortgaged Property shall be immediately due diverted by Borrower and payable upon demand utilized for any other purposes unless all such current expenses attributable to the ownership and operation of the Mortgaged Property have been fully paid and satisfied. Borrower further covenants and agrees that Borrower shall require the Manager (or any successor managers) to maintain at all times during the term of this Agreement worker's compensation insurance as required by Lender thereforapplicable governmental authorities or legal requirements.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the base management fees under the Management Agreement exceed (I) with respect to the Properties managed by Six Continents Hotels, the sum of (x) five percent (5%) of total room revenue and (y) two percent (2%) of total revenue; provided, however, Six Continents Hotels shall not charge any additional franchise fees in connection with such Properties and (II) with respect to the Properties managed by any Person other than Six Continents Hotels, four percent (4%) of the gross income derived from the Property (excluding any incentive management fees which are subordinate to the Loan). Borrower shall cause Mortgage Borrower (or Pledgor shall cause Operating Lessee to) (i) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement Agreement, on the part of Borrower Operating Lessee to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower Operating Lessee under the Management Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Borrower Operating Lessee of any default by Borrower Operating Lessee in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower Operating Lessee to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall cause Mortgage Borrower and/or Pledgor shall cause Operating Lessee to not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing. Subject to the rights of Mortgage Lender, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower if Operating Lessee shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower Operating Lessee to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Borrower shall cause Mortgage Borrower to permit Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower Operating Lessee to be performed or observed to be promptly performed or observed on behalf of BorrowerOperating Lessee, to the end that the rights of Mortgage Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such action. Borrower shall cause Lender and any person Person designated by Lender shall have, and are hereby granted, by written notice to Borrower to have the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Borrower or Mortgage Borrower and/or Pledgor or Operating Lessee of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if cause Mortgage Borrower and/or Pledgor shall cause Operating Lessee to not, and shall not permit the Manager to, sub-contracts to a third party contract all or an affiliate any or all material portion of its management responsibilities under the Management AgreementAgreement to a third-party without the prior written consent of Lender. Borrower shall, from time Pledgor shall cause Operating Lessee to time, use its best efforts request of Manager and deliver to obtain from Manager under the Management Agreement Lender upon receipt such certificates of estoppel with respect to compliance by Borrower Operating Lessee with the terms of the Management Agreement as may be requested by Lender. Borrower shall cause Mortgage Borrower and/or Pledgor shall cause Operating Lessee to exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of to the last day upon which any such option may be exercisedextent required to continue it in full force and effect until after the Maturity Date. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument Pledge Agreement and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) Borrower shall Any decision by Holdco, New Propco or any Subsidiary to amend, extend, renew or terminate its respective Management Agreement, Manager Allocation Agreement or the Non-Competition Agreement (or to grant any waiver or consent or to take any enforcement action by a Company with respect to any such agreement) or to select any replacement management company and terms of any replacement management agreement and any amendments thereto may be made only by a Majority of the Lender Directors; provided, that with respect to the selection of a replacement management company and terms of any replacement management agreement and any amendments thereto: (i) diligently perform, observe and enforce all Xxxxxxxx Directors representing a majority of the terms, covenants and conditions votes entitled to be cast at a meeting of the relevant Board of Directors or Sub Board by the Xxxxxxxx Directors and a Majority of the Lender Directors would each have the right to propose a replacement management company by providing written notice to such Board of Directors or Sub Board within 90 days of the decision to terminate a Management Agreement on Agreement; provided, that (A) no such proposed replacement management company of the part Xxxxxxxx Directors may be an Affiliate of Borrower to Xxxxxxxx Entertainment and (B) no such proposed replacement management company of the Lender Directors may be performed, observed and enforced to an Affiliate of any Non-Xxxxxxxx Equityholder owning 10% or more of the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and outstanding Units; (ii) promptly notify if the Xxxxxxxx Directors have not proposed a replacement management company in accordance with clause (i) prior to the expiration of such 90-day period, then the replacement management company shall be, subject to applicable Gaming Laws and the receipt of all required Gaming Licenses, the replacement management company proposed by the Lender Directors in accordance with clause (i), if any; (iii) if the Lender Directors have not proposed a replacement management company in accordance with clause (i) prior to the expiration of such 90-day period, then the giving replacement management company shall be, subject to applicable Gaming Laws and the receipt of any notice to Borrower of any default all required Gaming Licenses, the replacement management company proposed by Borrower the Xxxxxxxx Directors in accordance with clause (i); and (iv) if the performance or observance of any of Xxxxxxxx Directors have proposed a replacement management company within such 90-day period in accordance with clause (i) and do not approve the terms, covenants or conditions of replacement management company proposed by the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each Directors in accordance with clause (i) (it being understood that such notice. Without Lender’s prior written consent, which consent shall approval may not be unreasonably withheld, conditioned delayed or delayedconditioned) and the Lender Directors do not approve the replacement management company proposed by the Xxxxxxxx Directors in accordance with clause (i) (which approval may not be unreasonably withheld, Borrower delayed or conditioned), the choice of replacement management company shall be settled by arbitration, conducted in accordance with the provisions of Section 7.11, administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Rules and judgment on the award rendered by an arbitrator who (a) has substantial experience in the hospitality industry, (b) is approved by Supermajority of the New Propco Board of Directors or, if no arbitrator shall have been selected within 60 days after the expiration of the 90-day period specified in clause (i) or, if earlier, within 60 days after both such majority of Xxxxxxxx Directors and Majority of the Lender Directors have each proposed replacement companies pursuant to clause (i), is selected in accordance with the rules of the AAA without a requirement that the selection be approved pursuant to this clause (b), (c) is not surrender an Affiliate of, or a person who has any past, present, or currently contemplated future business or personal relationship with, any of the DB Equityholders, JPM Equityholders or Xxxxxxxx Equityholders, and (d) whose compensation is not fixed based upon the results of the issue at dispute; provided, that such arbitrator shall be required to choose a replacement management company from the replacement management companies proposed by the Xxxxxxxx Directors and the Lender Directors in accordance with clause (i); provided, further, that if the required Gaming Licenses held by Xxxxxxxx Entertainment and its Controlled Affiliates are revoked, suspended or otherwise terminated by an Applicable Gaming Authority so that Xxxxxxxx Entertainment cannot continue to perform under any such Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment then a Majority of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender Directors shall have the right, but shall be under no obligationsubject to applicable Gaming Laws and the receipt of all required Gaming Licenses, to pay any sums and to perform any act or take any action appoint an interim manager pending the selection of a replacement management company as may be appropriate to cause all per the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender thereforabove procedure.

Management Agreement. (a) Borrower shall (i) diligently perform, cause the Property to be managed pursuant to the Management Agreement; (ii) promptly perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify Lender of the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of under the Management Agreement on of which it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Borrower under the part Management Agreement; and (v) promptly enforce the performance and observance of Borrower all of the covenants required to be performed and observed and deliver to Lender a true copy of each such noticeby Manager under the Management Agreement. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed, Borrower shall not surrender (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.11.2), provided however, that so long as no Event of Default has occurred and is continuing, and Borrower is not otherwise required to terminate the Management Agreement pursuant to Section 5.11.2, Borrower shall have the right to renew the Management Agreement without Lender’s prior written consent so long as such renewal is on the same terms and conditions that exist pursuant to the Management Agreement on the date hereof and Borrower delivered to Lender a copy of such renewal; (b) reduce or consent to the reduction of the term of the Management Agreement, ; (c) increase or consent to the assignment by Manager increase of its interest the amount of any charges under the Management Agreement, or terminate or cancel the Management Agreement or ; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the Management Agreement, in ; or (e) suffer or permit the occurrence and continuance of a default beyond any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and applicable cure period under the Management Agreement shall be kept unimpaired and free from default. Lender and (or any person designated by Lender shall have, and are hereby granted, successor management agreement) if such default permits the right Manager to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under terminate the Management Agreement (or such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender thereforsuccessor management agreement).

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the management fees under the Management Agreement exceed five percent (5%) of the Gross Income from Operations. Borrower shall (i) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement Agreement, on the part of Borrower to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and . Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement Agreement, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement Agreement, in any respect, and any such surrender of the Management Agreement Agreement, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement Agreement, without the prior written consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person Person designated by Lender shall have, and are hereby granted, the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if not, and shall not permit the Manager to, sub-contracts to a third party or an affiliate contract any or all of its management responsibilities under the Management AgreementAgreement to a third-party without the prior written consent of Lender. Borrower shall, from time to time, use its best efforts to obtain from the Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument Instruments and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) Borrower Borrowers shall (i) diligently perform, observe and enforce all of the terms, covenants and conditions of the Management Agreement Agreements on the part of any Borrower to be performed, observed and enforced to the end that all things shall be done which are reasonably necessary to keep unimpaired the rights of Borrower Borrowers under the Management Agreement Agreements and (ii) promptly notify Lender of the giving of any notice to any Borrower of any default by any Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of any Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower Borrowers shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any material respect, either orally or in writing; provided, and however, that upon not less than five (5) Business Days prior written notice, Borrower may terminate any Manager provided such Manager is replaced with a New Manager in accordance with subsection (d) below. Borrowers hereby assigns assign to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of any Borrower to surrender the Management Agreement Agreements or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any material respect, and any such surrender of the Management Agreement Agreements or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (ai) Borrower shall use commercially reasonable efforts to cause Manager to manage and lease the Property in accordance with the Management Agreement. Borrower shall (iA) diligently performperform and observe, observe and enforce in each case in all material respects, all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performedperformed and observed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (iiB) promptly notify Lender of the giving Administrative Agent of any written notice to Borrower of any material default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed beyond any applicable grace, notice and cure periods, (C) promptly following receipt of Administrative Agent’s written -105- request, promptly deliver to Lender Administrative Agent a true copy of each such notice. Without Lender’s prior written consentfinancial statement, which consent shall not be unreasonably withheldbusiness plan, conditioned or delayedcapital expenditures plan, Borrower shall not surrender report and estimate received by it pursuant to the terms of the Management Agreement, consent and (D) promptly enforce the performance and observance in all material respects of all of the covenants required to the assignment be performed and observed by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observedobserved beyond any applicable grace, notice or cure periods, then, without limiting the generality of Administrative Agent’s other rights or remedies under this Agreement or the other provisions of this AgreementLoan Documents, and without waiving or releasing Borrower from any of its obligations hereunderObligations hereunder or under the Management Agreement, Lender as applicable, Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed observed. Xxxxxxxx xxxxxx agrees to pay to Administrative Agent promptly following written demand, all such sums so paid and expended by Administrative Agent in connection therewith, together with interest thereon at the Default Rate from the day on which Xxxxxxxx receives such demand until paid. All sums so paid and expended by Administrative Agent and the interest thereon shall be promptly performed secured by the legal operation and effect of the Mortgage. (ii) Xxxxxxxx may, without Administrative Agent’s consent, replace the Manager so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement. (iii) Borrower shall not replace Manager, surrender, terminate, cancel, modify, renew or observed on behalf of Borrowerextend the Management Agreement, or enter into any other agreement relating to the end that management or operation of the rights Property with Manager or any other Person, or consent to the assignment by the Manager of Borrower in, to and its interest under the Management Agreement, or waive or release any of its rights and remedies under the Management Agreement, in each case without the express consent of Administrative Agent, which shall not be unreasonably withheld, conditioned or delayed; provided that Administrative Agent’s consent shall not be required for the termination of a Management Agreement if Xxxxxxxx has previously executed another Qualified Replacement Management Agreement for the Property. In the event that the Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Administrative Agent’s consent to any termination or modification of the Management Agreement to the extent required in accordance with the terms and provisions of this Agreement), Borrower shall be kept unimpaired and free from defaultpromptly enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. Lender and any person designated by Lender (iv) Administrative Agent shall have, and are hereby granted, have the right to enter require Borrower to replace the Manager with a Person which is not an Affiliate of Borrower and approved by Administrative Agent (such approval, other than during the continuance of an Event of Default, not to be unreasonably withheld, conditioned or delayed) upon the Property occurrence of any one or more of the following events: (i) at any time following the occurrence and from time to time for during the purpose continuance of taking any such action. If an Event of Default, (ii) upon a change in Control of the Manager shall deliver to Lender (if the Manager is an Affiliate of Sponsor), (iii) if Manager becomes a copy debtor in a -106- bankruptcy proceeding or (iv) upon the occurrence of any notice sent to Borrower a material event of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.b)

Management Agreement. Lessor shall have the right to approve or disapprove in advance any manager or proposed manager (aa "Manager") Borrower of the Facility as well as any agreement relating to the management or operation of the Facility (a "Management Agreement") by a Manager (provided, however, that Lessor's consent shall not be required with respect to any Manager which is an Affiliate of Lessee) and Lessee will provide Lessor with an executed copy of any Management Agreement so approved by Lessor, which approvals shall not be unreasonably withheld. Notwithstanding the foregoing, nothing herein shall be construed as requiring that Lessee engage a Manager for the Facility. Any Management Agreement (whether with a Manager which is an Affiliate or is not an Affiliate of Lessee) must provide that (i) diligently perform, observe and enforce all upon termination of this Lease or termination of Lessor's or Lessee's right to possession of the termsLeased Property for any reason, covenants the Management Agreement may be terminated by Lessor without liability for any payment due or to become due to the Manager thereunder; (ii) any management fees shall be subordinated to payments of Rent to Lessor hereunder; and conditions (iii) in the event Lessee is in default, the Manager shall, at the election of Lessor and provided the Manager continues to be paid, continue to perform under the terms of the Management Agreement on the part for a period not to exceed ninety (90) days, provided that such election by Lessor shall not constitute a waiver by Lessor of Borrower any rights or remedies Lessor may have as a result of Lessee's default. No fees or other amounts payable by Lessee to be performed, observed any Manager shall excuse Lessee from its obligations to pay Rent and enforced other amounts payable by Lessee to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Lessor hereunder. No Management Agreement and (ii) promptly notify Lender of may be amended or modified in any manner without the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consentconsent of Lessor, which consent shall not be unreasonably withheld, conditioned delayed or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender thereforconditioned.

Management Agreement. (a) With respect to all Property other than the T-Mobile Property, Borrower shall manage such Property in its own name and for its own account, and shall not enter into any agreement relating to the management or operation of such Property with any affiliate of Borrower or any third party, without the express prior written consent of Lender. If at any time Lender consents to the appointment of a manager for the Property, as a condition of Lender’s consent, the management fees payable to such manager and the terms and provisions of such Management Agreement shall be subordinate to the Loan Documents and to Lender’s rights in the Property, and Borrower and such manager shall execute a Subordination of Management Agreement in the form then being used by Lender. With respect to the existing T-Mobile Management Agreement and to any future Management Agreement for any Property as may be approved by Lender as provided in this Section 5.11.1, Borrower shall (i) diligently perform, cause the Property to be managed pursuant to the Management Agreement; (ii) promptly perform and observe and enforce in all material respects all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired in all material respects its rights thereunder; (iiiii) promptly within five (5) Business Days of obtaining knowledge thereof, notify Lender of the giving of any notice to Borrower of any default by Borrower in the performance or observance of that extends beyond any of the terms, covenants or conditions of applicable notice and/or cure period under the Management Agreement on of which it is aware; (iv) within five (5) Business Days after receipt deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Borrower under the part Management Agreement; and (v) promptly enforce in a commercially reasonable manner the performance and observance of Borrower all of the covenants required to be performed and observed by Manager under the Management Agreement. Further, with respect to the existing T-Mobile Management Agreement and deliver to any future Management Agreement for any Property as may be approved by Lender a true copy of each such notice. Without as provided in this Section 5.11.1, without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender (a) surrender, terminate, cancel, extend or renew the Management Agreement (except for automatic extensions or renewals of T-Mobile Management Agreement as provided therein) or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.11.2); (b) reduce or consent to the reduction of the term of the Management Agreement, ; (c) increase or consent to the assignment by Manager increase of its interest the amount of any charges under the Management Agreement, or terminate or cancel the Management Agreement or ; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the Management Agreement, in ; or (e) suffer or permit the occurrence and continuance of a default beyond any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and applicable cure period under the Management Agreement shall be kept unimpaired and free from default. Lender and (or any person designated by Lender shall have, and are hereby granted, successor management agreement) if such default permits the right Manager to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under terminate the Management Agreement (or such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender thereforsuccessor management agreement).

Management Agreement. Borrower shall (a) Borrower shall cause the Property to be managed pursuant to the Management Agreement; (ib) diligently performsubject to Borrower’s business judgment to the contrary, promptly perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iic) subject to Borrower’s business judgment to the contrary, promptly notify Lender of the giving of any notice to Borrower Administrative Agent of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of under the Management Agreement on of which it is aware; (d) promptly deliver to Administrative Agent a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Borrower under the part Management Agreement; and (e) promptly enforce the performance and observance of Borrower all of the covenants required to be performed and observed and deliver to Lender a true copy of each such noticeby Manager under the Management Agreement. Without LenderAdministrative Agent’s prior express written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender (i) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2); (ii) reduce or consent to the reduction of the term of the Management Agreement, ; (iii) increase or consent to the assignment by Manager increase of its interest the amount of any charges under the Management Agreement, or terminate or cancel the Management Agreement or ; (iv) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the Management Agreement, in ; or (v) suffer or permit the occurrence and continuance of a default beyond any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and applicable cure period under the Management Agreement shall be kept unimpaired and free from default. Lender and (or any person designated by Lender shall have, and are hereby granted, successor management agreement) if such default permits the right Manager to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under terminate the Management Agreement (or such certificates successor management agreement). If (x) Administrative Agent fails to respond to a written request from Borrower to Administrative Agent for Administrative Agent’s consent to any action contained in clauses (i) through (v) hereunder within ten (10) Business Days following Borrower’s delivery of estoppel the materials required with respect hereto, (y) Borrower delivers to compliance by Borrower Administrative Agent a second submission with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual optionrespect thereto, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any but with such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest second submission stating in bold uppercase letters at the Default Rate from top of such request “SECOND AND FINAL NOTICE -- TIME SENSITIVE APPROVAL OR DISAPPROVAL REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT, OR DEEMED APPROVAL WILL OCCUR” and (z) Administrative Agent fails to expressly approve or disapprove the date action(s) identified in such cost is incurred to the date of payment to Lendersecond submission within such additional five (5) Business Day period, then such action(s) shall be deemed to constitute a portion of the Debt, shall be secured have been approved by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender thereforAdministrative Agent.

Management Agreement. In the event that any Property is subject to a Management Agreement, the applicable Borrower shall (a) Borrower shall cause such Property to be managed pursuant to such Management Agreement; (ib) diligently perform, promptly perform and observe and enforce all of the terms, covenants required to be performed and conditions of the observed by it under such Management Agreement on the part of Borrower to be performed, observed and enforced to the end that do all things shall be done which are necessary to preserve and to keep unimpaired the its rights of Borrower under the Management Agreement and thereunder; (iic) promptly notify Lender of the giving of any notice to Borrower of any default under such Management Agreement of which it is aware; (d) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by such Borrower in under its Management Agreement; and (e) promptly enforce the performance or and observance of any all of the terms, covenants or conditions of the Management Agreement on the part of Borrower required to be performed and observed and deliver to Lender a true copy of each by Manager under such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If any Borrower shall default in the performance or observance of any material term, covenant or condition of the a Management Agreement on the part of such Borrower to be performed or observed, then, without limiting the generality of Lender's other rights or remedies under this Agreement or the other provisions of this AgreementLoan Documents, and without waiving or releasing such Borrower from any of its obligations hereunderhereunder or under such Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the material terms, covenants and conditions of the such Management Agreement on the part of such Borrower to be performed or observed to observed. Without Lender's prior written consent, which shall not be promptly performed unreasonably withheld, conditioned or observed on behalf of Borrowerdelayed, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. no Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall(i) surrender, from time to timeterminate, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual optioncancel, if any, to extend or renew its Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 hereof); (ii) reduce or consent to the reduction of the term of its Management Agreement; (iii) increase or consent to the increase of the amount of any charges under its Management Agreement; (iv) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, its Management Agreement; or (v) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under its Management Agreement upon demand by Lender made at (or any time within one successor management agreement) if such default permits the Manager to terminate such Management Agreement (1) year of the last day upon which any or such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender thereforsuccessor management agreement).

Management Agreement. (a) Borrower The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the base management fees under the Management Agreement exceed (I) with respect to the Properties managed by Intercontinental Hotels Group Resources, Inc., successor to Bristol Management L.P. (“IHG”), the sum of (x) five percent (5%) of total room revenue and (y) two percent (2%) of total revenue; provided, however, IHG shall not charge any additional franchise fees in connection with such Properties and (II) with respect to the Properties managed by any Person other than IHG, three percent (3%) of the gross income derived from the Property (excluding any incentive management fees which are subordinate to the Loan). Operating Lessee shall (i) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement Agreement, on the part of Borrower Operating Lessee to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower Operating Lessee under the Management Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Borrower Operating Lessee of any default by Borrower Operating Lessee in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower Operating Lessee to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower Operating Lessee shall not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any material respect, either orally or in writing, and . Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement Agreement, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement Agreement, in any material respect, and any such surrender of the Management Agreement Agreement, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement in any material respect, without the prior consent of Lender Lender, shall be void and of no force and effect. If Borrower shall default in the performance Any such proposed modification, change, supplement, alteration or observance of any material term, covenant or condition amendment of the Management Agreement on submitted to Lender for approval shall be deemed approved if (i) Borrower delivers to Lender a written request for such approval marked in bold lettering with the part following language: “LENDER’S RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER. FAILURE TO RESPOND SHALL BE DEEMED AN APPROVAL” and the envelope containing the request is marked “PRIORITY”; and (ii) Lender shall have failed to notify Borrower of Borrower to be performed its approval or observeddisapproval within such fifteen (15) Business Days following Lender’s receipt of Borrower’s written request together with such proposed modification, thenchange, without limiting the generality supplement, alteration or amendment of the other provisions of this Management Agreement, and without waiving any and all other information and documentation relating thereto reasonably required by Lender to reach a decision. In no event shall Lender be deemed to have approved (1) a surrender, termination or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions cancellation of the Management Agreement Agreement, (2) any change having a material adverse effect on the part of Borrower to be performed Borrower’s costs or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default obligations under the Management Agreement, such notice or (3) or a new management agreement with a new property manager. Upon Borrower’s request, Lender shall constitute full protection deliver to Lender Borrower a reasonably detailed description of the reasons for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities disapprovals under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender thereforSection 5.1.18.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. Borrower shall cause Operating Lessee to (i) diligently perform, perform and observe and enforce all of the material terms, covenants and conditions of the each Management Agreement Agreement, on the part of Borrower Operating Lessee to be performed, performed and observed and enforced to in accordance with the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement terms thereof and (ii) promptly notify Lender of the giving of any notice by any Manager to Borrower Operating Lessee of any default by Borrower Operating Lessee in the performance or observance of any of the material terms, covenants or conditions of the applicable Management Agreement on the part of Borrower Operating Lessee to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consentBorrower shall not permit or cause Operating Lessee to (1) surrender any Management Agreement, (2) except as required by the terms of the Management Agreement, consent to the assignment by any Manager of its respective interest under the applicable Management Agreement, (3) terminate or cancel any Management Agreement, or (4) except as required by the terms of the Management Agreement, modify or amend any Management Agreement, in any material respect, either orally or in writing in each case without the consent of Lender which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that immaterial modifications, amendments, changes or supplements of any Management Agreement may be made without consent of Lender (provided, that, in no instance shall any modification, amendment, change or supplement of the Marriott Management Documents which would reduce the consent rights or other discretionary rights of Mortgage Borrower and/or Operating Lessee thereunder from those set forth in the Marriott Management Documents as of the Closing Date be deemed immaterial); and provided further, that, Borrower shall not surrender the Management Agreementmay permit Operating Lessee to, without Lender’s consent (except with respect to any Lender consent required pursuant to the assignment by definitions of Qualified Manager of its interest under the Management Agreement, or terminate or cancel the and Replacement Management Agreement set forth herein), replace the Manager so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement and any termination fees and other sums payable to the Manager being replaced are either (i) paid from Excess Cash Flow which is entitled to be used for such payment in accordance with the terms and conditions of this Agreement or modify(ii) paid from an equity contribution to the Operating Lessee from sources other than the Collateral, changethe Mezzanine A Loan Collateral and the Mortgage Loan Collateral. Subject to the rights of Mortgage Lender and Mezzanine A Lender, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower Operating Lessee to surrender the any Management Agreement or Agreement, or, except as otherwise provided in this Agreement, to terminate, cancel, modify, change, supplement, alter modify or amend the any Management Agreement Agreement, in any material respect, and any such surrender of the any Management Agreement Agreement, or termination, cancellation, modification, change, supplement, alteration modification or amendment of the any Management Agreement Agreement, without the prior consent of Lender (other than as permitted pursuant to this Agreement) shall be void and of no force and effect. If Borrower Operating Lessee shall default in the performance or observance of any material term, covenant or condition of the any Management Agreement on the part of Borrower Operating Lessee to be performed or observedobserved and subject to the rights of Mortgage Lender and Mezzanine A Lender, then, if such default is not remedied within the lesser of (i) ten (10) Business Days of receipt of notice by Borrower from Lender and (ii) such period of time as, should Borrower fail to cause Operating Lessee to remedy such default after receipt of notice thereof, shall give Lender a reasonable period of time to cure such default, then without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower or Operating Lessee from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the applicable Management Agreement on the part of Borrower Operating Lessee to be performed or observed to be promptly performed or observed on behalf of Borrower, Operating Lessee. Subject to the end that the rights of Borrower inMortgage Lender and the Mezzanine A Lender, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person Person designated by Lender shall have, and are hereby granted, the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If any Manager shall deliver to Lender a copy of any notice sent to Borrower Operating Lessee of default under the any Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if not permit Operating Lessee to, and shall cause Operating Lessee to not permit any Manager to, subject to the terms of the Management Agreement, sub-contracts to a third party or an affiliate contract any or all of its respective management responsibilities under any Management Agreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. Following the occurrence and during the continuance of an Event of Default, Borrower shall cause Operating Lessee to not exercise any rights or make any decisions, grant any approvals or otherwise take any action under the Management AgreementAgreement without the prior consent of Lender, which consent may be granted, conditioned or withheld in Lender’s sole discretion. Borrower shallshall cause Operating Lessee to, from time to time, use its best commercially reasonable efforts to obtain from each Manager under the Management Agreement and deliver to Lender, Mortgage Lender and Mezzanine A Lender such certificates of estoppel with respect to compliance by Borrower Operating Lessee with the terms of the applicable Management Agreement as may be requested by Lender. ; provided, that, so long as no Event of Default has occurred and is continuing, Borrower shall exercise each individual option, if any, not be required to extend or renew the term of the Management Agreement upon demand by Lender made at any time within cause Operating Lessee to provide such statement more than one (1) year time in any Fiscal Year, provided, further, that such estoppel shall be addressed to each of the last day upon which any such option may be exercisedLender, Mortgage Lender and Mezzanine A Lender. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument Pledge Agreement and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) Borrower shall (i) diligently perform, observe and enforce all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned, Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any material respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any material respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the any Individual Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be reasonably requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon written demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest; provided, however, such power of attorney shall not be exercised unless an Event of Default exists. In the event that the Management Agreement is scheduled to expire at any time during the term of the Loan, Borrower shall submit to Lender by no later than 60 days prior to such expiration a draft replacement management agreement for approval in accordance with the terms and conditions hereof. Borrower’s failure to submit the same within such time-frame shall, at Lender’s option, constitute an immediate Event of Default. Any reasonable sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument Instruments and the other Loan Documents and shall be immediately due and payable upon written demand by Lender therefor.

Management Agreement. The Improvements are operated under the terms and conditions of that certain Management Agreement dated October 30, 1980, between Operating Tenant (asuccessor-in-interest to Westban Hotel Venture) Borrower and Westin Management Company East (successor-in-interest to Westin Hotel Company) (“Manager”) (together with any assignments, modifications, renewals or replacements thereof, the “Management Agreement”), which Management Agreement has been approved by Mortgagee. Mortgagor shall or shall cause and Operating Tenant shall (i) pay all sums required to be paid by Operating Tenant under the Management Agreement; (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Management Agreement on the part of Borrower Operating Tenant to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower Operating Tenant under the Management Agreement Agreement, and (iiiii) promptly notify Lender Mortgagee of the giving of any notice to Borrower Operating Tenant of any default by Borrower Operating Tenant in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower Operating Tenant to be performed and observed and deliver to Lender Mortgagee a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and Borrower Operating Tenant hereby assigns to Lender Mortgagee as further security for the payment of the Debt Secured Obligations and for the performance performance, and observance of the terms, covenants and conditions of this AgreementMortgage, all the rights, privileges and prerogatives of Borrower Operating Tenant to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender Mortgagee shall be void and of no force and effect. If Borrower Operating Tenant shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower Operating Tenant to be performed or observed, then, without limiting the generality of the other provisions of this AgreementMortgage, and without waiving or releasing Borrower Mortgagor or Operating Tenant from any of its their obligations hereunder, Lender upon two (2) days’ notice to Mortgagor, Mortgagee shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower Operating Tenant to be performed or observed to be promptly performed or observed on behalf of BorrowerOperating Tenant, to the end that the rights of Borrower Operating Tenant in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender Mortgagee and any person designated by Lender Mortgagee shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such actionaction referred to in the preceding sentence. If the Manager under the Management Agreement shall deliver to Lender Mortgagee a copy of any notice sent to Borrower Operating Tenant of default under the Management Agreement, such notice shall constitute full protection to Lender Mortgagee for any action taken or omitted to be taken by Lender Mortgagee in good faith, in reliance thereon. Borrower Mortgagor and/or Operating Tenant shall notify Lender Mortgagee if the Manager sub-contracts to a third party or an affiliate of any or all of its management responsibilities under the Management Agreement. Borrower Mortgagor and Operating Tenant shall, from time to time, use its best commercially reasonable efforts to obtain from the Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower Operating Tenant with the terms of the Management Agreement as may be requested by LenderMortgagee; provided that Mortgagor and Operating Tenant are not required to call a default under the Management Agreement or commence litigation against the Manager if the Manager will not provide such certificates of estoppel. Borrower Operating Tenant shall exercise each individual option, if any, to extend or renew the term terms of the Management Agreement upon demand by Lender made at any time Mortgagee within one fifteen (115) year of days prior to the last day upon which any such option may be exercisedexercised (subject to such notice periods as are set forth in the Management Agreement), and Operating Tenant hereby expressly authorizes and appoints Mortgagee its attorney-in-fact to exercise any such option in the name of and upon behalf of Operating Tenant, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender Mortgagee pursuant to this paragraph shall bear interest at the Default Rate (defined in the Note) from the date such cost is incurred to the date of payment to LenderMortgagee, shall be deemed to constitute a portion of the DebtSecured Obligations, shall be secured by the lien of the Security Instrument this Mortgage and the other Loan Documents and shall be immediately due and payable upon demand by Lender thereforMortgagee therefore.

Management Agreement. (a) Each Borrower shall (i) diligently perform, cause the Property owned by it to be managed pursuant to a Management Agreement; (ii) promptly perform and observe and enforce all of the terms, covenants required to be performed and conditions of the observed by it under such Management Agreement on the part of Borrower to be performed, observed and enforced to the end that do all things shall be done which are necessary to preserve and to keep unimpaired the its rights of Borrower under the Management Agreement and thereunder; (iiiii) promptly notify Lender of the giving of any notice to Borrower of any default under such Management Agreement of which it is aware; (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by such Borrower in under its Management Agreement; and (v) promptly enforce the performance or and observance of any all of the terms, covenants or conditions of the Management Agreement on the part of Borrower required to be performed and observed and deliver to Lender a true copy of each by Manager under such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If any Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement to which such Borrower is a party on the part of such Borrower to be performed or observed, then, without limiting the generality of Lender’s other rights or remedies under this Agreement or the other provisions of this AgreementLoan Documents, and without waiving or releasing such Borrower from any of its obligations hereunderhereunder or under the Management Agreement to which such Borrower is a party, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement to which such Borrower is a party on the part of such Borrower to be performed or observed to be promptly performed or observed on behalf of Borrowerobserved. Without Xxxxxx’s prior written consent, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. no Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall(a) surrender, from time to timeterminate, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual optioncancel, if any, to extend or renew its Management Agreement or otherwise replace its Manager or enter into any other management agreement (except pursuant to Section 5.11.2 below); (b) reduce or consent to the reduction of the term of its Management Agreement; (c) increase or consent to the increase of the amount of any charges under its Management Agreement; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, its Management Agreement; or (e) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under its Management Agreement upon demand by Lender made at (or any time within one successor management agreement) if such default permits such Manager to terminate such Management Agreement (1) year of the last day upon which any or such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender thereforsuccessor management agreement).

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the base management fees under the Management Agreement exceed (I) with respect to the Properties managed by Six Continents Hotels, the sum of (x) five percent (5%) of total room revenue and (y) two percent (2%) of total revenue; provided, however, Six Continents Hotels shall not charge any additional franchise fees in connection with such Properties and (II) with respect to the Properties managed by any Person other than Six Continents Hotels, four percent (4%) of the gross income derived from the Property (excluding any incentive management fees which are subordinate to the Loan). Borrower shall (or shall cause Operating Lessee to) (i) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement Agreement, on the part of Borrower Operating Lessee to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower Operating Lessee under the Management Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Borrower Operating Lessee of any default by Borrower Operating Lessee in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower Operating Lessee to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent Neither Borrower nor Operating Lessee shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any material respect, either orally or in writing, and . Borrower hereby assigns (and Borrower shall cause Operating Lessee to assign) to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower and/or Operating Lessee to surrender the Management Agreement Agreement, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement Agreement, in any material respect, and any such surrender of the Management Agreement Agreement, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement in any material respect, without the prior consent of Lender Lender, shall be void and of no force and effect. If Borrower Operating Lessee shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower Operating Lessee to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower Operating Lessee to be performed or observed to be promptly performed or observed on behalf of Borrower, Operating Lessee to the end that the rights of Borrower Operating Lessee in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person Person designated by Lender by written notice to Borrower shall have, and are hereby granted, the right to enter upon the applicable Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Borrower and/or Operating Lessee of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower and Operating Lessee shall notify Lender if not, and shall not permit the Manager to, sub-contracts to a third party contract all or an affiliate any or all material portion of its management responsibilities under the Management AgreementAgreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld. Borrower shall, from time to time, use its best efforts cause Operating Lessee to obtain from request of Manager under the Management Agreement and deliver to Lender upon receipt such certificates of estoppel with respect to compliance by Borrower Operating Lessee with the terms of the Management Agreement as may be reasonably requested by Lender. Borrower and/or Operating Lessee shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by to the extent required to continue it in full force and effect until after the Maturity Date, and Borrower hereby authorizes and appoints (and shall cause Operating Lessee to authorize and appoint) Lender made at any time within one (1) year of the last day upon which their attorney-in-fact to exercise any such option may in the name of and upon behalf of Borrower and/or Operating Lessee, which power of attorney shall be exercisedirrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument Instruments and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the management fees under the Management Agreement exceed three percent (3%) of the gross income derived from the Property. Pledgor shall cause Mortgage Borrower shall to (i) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement Agreement, on the part of Mortgage Borrower to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Mortgage Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Mortgage Borrower of any default by Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Mortgage Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent Pledgor shall not be unreasonably withheld, conditioned or delayed, cause Mortgage Borrower shall to not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writingwriting without the Lender’s prior written consent, and Borrower hereby assigns to Lender as further security for which consent shall not be unreasonably, withheld, conditioned or delayed. In the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender event that the Management Agreement expires or is terminated (without limiting any obligation of Pledgor to terminate, cancel, modify, change, supplement, alter obtain Lender’s consent to any termination or amend modification of the Management Agreement in any respectaccordance with the terms and provisions of this Agreement), and any such surrender of the Pledgor shall cause Mortgage Borrower to promptly enter into a Replacement Management Agreement with Manager or terminationanother Qualified Manager, cancellationas applicable. Subject to the rights of Mortgage Lender, modificationMezzanine A Lender and Mezzanine B Lender, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If if Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Mortgage Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower Pledgor from any of its obligations hereunder, Pledgor shall permit Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Mortgage Borrower to be performed or observed to be promptly performed or observed on behalf of Mortgage Borrower, to the end that the rights of Mortgage Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such action. Pledgor shall cause Lender and any person Person designated by Lender shall have, and are hereby granted, to have the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Pledgor or Mortgage Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Pledgor shall cause Mortgage Borrower to not, and shall notify Lender if not permit the Manager to, sub-contracts to a third party or an affiliate contract any or all of its management responsibilities under the Management AgreementAgreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. Borrower Pledgor shall, from time to time, use its best commercially reasonable efforts to obtain from the Manager under the Management Agreement such certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument Pledge Agreement and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) As of the date hereof, Borrower shall self-manage the Property. If Borrower employs an third party Property Manager, Borrower shall (i) cause Property Manager to manage the Property in accordance with the Management Agreement approved by Lender, (ii) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performedperformed and observed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (iiiii) promptly notify Lender of the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of under the Management Agreement on of which it is aware, (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the part Management Agreement, and (v) promptly enforce the performance and observance of Borrower all of the covenants required to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by Property Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of Lender’s other rights or remedies under this Agreement or the other provisions of this AgreementLoan Documents, and without waiving or releasing Borrower from any of its obligations hereunderhereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed observed. Borrower shall not (i) surrender, terminate, cancel, modify, renew or observed on behalf of Borrowerextend the Management Agreement, (ii) enter into any agreement relating to the end that the rights management or operation of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at with Property Manager or any time and from time other Person, (iii) consent to time for the purpose assignment by the Property Manager of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default its interest under the Management Agreement, such notice shall constitute full protection to Lender for or (iv) waive or release any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities rights and remedies under the Management Agreement, in each case without the express consent of Lender. Lender shall have the right to require Borrower shallto hire or replace the Property Manager with (x) an Unaffiliated Qualified Manager selected by Borrower, from time to timeor (y) another property manager chosen by Borrower and approved by Lender in its sole and absolute discretion, use its best efforts to obtain from upon the occurrence of any one or more of the following events: (i) at anytime following the occurrence of an Event of Default, (ii) if Property Manager shall be in material default under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower beyond any applicable notice and cure period, (iii) if Property Manager shall exercise each individual optionbecome insolvent or a debtor in any bankruptcy or insolvency proceeding, or (iv) if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year the Property Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender thereforfunds.

Management Agreement. (a) Borrower shall (i) diligently perform, observe and enforce all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed, observed and enforced to the end that all things shall be done which are reasonably necessary to keep unimpaired the material rights of Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the material terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, consent (which consent shall not be unreasonably withheld, conditioned withheld or delayed), Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement or modify, change, supplement, alter or amend the Management Agreement, in any material respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any material respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) The Improvements on the Properties are operated and managed as "U-Store-It" self-service storage facilities (other than the Properties set forth on Schedule 4.1.31 attached hereto) under the terms and conditions of the Management Agreement, which have been approved by Lender including the management fees and any other items set forth therein. The Properties (other than the Properties set forth on Schedule 4.1.31 attached hereto) shall at all times continue to be operated as "U-Store-It" self-service storage facilities or under such other tradename or trademark as may be approved by Lender. In no event shall the management fees under the Management Agreement exceed three percent (3%) of the gross income derived from the applicable Individual Property. Borrower shall shall, (i) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of the Management Agreement Agreement, on the part of Borrower to be performed, performed and observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any respect, either orally or in writing, and . Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement Agreement, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement Agreement, in any respect, and any such surrender of the Management Agreement Agreement, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement Agreement, without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any person Person designated by Lender shall have, and are hereby granted, the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if not, and shall not permit the Manager to, sub-contracts to a third party or an affiliate contract any or all of its management responsibilities under the Management AgreementAgreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld. Borrower shall, from time to time, use its best efforts to obtain from the Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument Instruments and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.