Common use of Management Agreements Clause in Contracts

Management Agreements. (i) Each Individual Property shall be operated under the terms and conditions of the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any 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 such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of 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. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.

Management Agreements. (i) Each Individual Property Throughout the Term, Tenant shall be operated under the terms and conditions of the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of not enter into any Management Agreement on except with a Manager that satisfies the part definition of "Manager" herein, or such other party approved by Landlord in Landlord's reasonable discretion, and, if required, the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice prior written approval of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by LenderFacility Mortgagee, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (instance, which approval of Landlord and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent a Facility Mortgagee shall not be unreasonably withheld), surrender conditioned or delayed; provided, however, that Tenant shall provide Landlord with a copy of any such proposed Management Agreement and any other documents relating thereto which Landlord may reasonably request. Tenant shall not, without the prior written consent of Landlord or such Facility Mortgagee, which consent may not be unreasonably withheld or delayed, agree to: (i) any change in the Manager under any Management Agreement; (ii) any material change in any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally change in the ownership or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender control of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. Manager; (iii) If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any 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 such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of 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. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall ; or (or shall cause Operating Lessee toiv) promptly enter into a new the assignment of any Management Agreement by any Manager. Each Management Agreement shall provide that Landlord shall receive notice of any defaults thereunder and, at Landlord's option, an opportunity to cure any such defaults. If Landlord shall cure any of Tenant's defaults under any Management Agreement, the cost of any such cure shall be payable upon demand by Landlord to Tenant as Additional Rent. All management fees, payments in connection with a replacement Managerany extension of credit and fees for services provided in connection with the operation of the Facility, which and all other payments and fees, payable by Tenant to any Affiliate of Tenant, shall be subordinated to the obligations of Tenant under this Lease. Tenant shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor Landlord any instrument requested by Landlord to implement the intent of Lender, all upon terms and conditions acceptable to Lender in its discretionthe foregoing provision."

Management Agreements. Borrower and Operating Lessee shall (i) Each Individual Property shall be operated under use commercially reasonable efforts to cause Manager to manage the terms and conditions of Properties in accordance with the applicable Management Agreement. Each Borrower shall or shall cause the Agreement and in accordance with all applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management AgreementLegal Requirements, (yii) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of each of the Management Agreement Agreements on the part of the owner thereunder Borrower and/or Operating Lessee to be performed, observed performed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreementobserved, (ziii) promptly notify Lender of any material default (after the giving expiration of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of applicable cure periods) under any Management Agreement on of which it is aware, (iv) in the part event of the owner thereunder and upon Lender’s reasonable request from time to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such noticetime, and (aa) promptly deliver to Lender a copy of each any financial statementstatements, business planplans, capital expenditure planexpenditures plans, notice of a default reports and estimates received by it under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably Agreements that are so requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. and (iiv) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for promptly enforce the performance and observance of all of the terms, covenants required to be performed and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any observed by Manager under the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) Agreements. If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of the Borrower or Operating Lessee thereunder Lessee, as applicable, to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee such default is not contesting the validity cured within thirty (30) days of such default in good faith in accordance with the terms written notice from Lender (or if an Event of the Management AgreementDefault exists), 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 any Borrower or Operating Lessee from any of its obligations hereunderObligations hereunder or under the Management Agreements, 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 such the Management Agreement Agreements on the part of the owner Borrower to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of 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. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.

Management Agreements. (i) Each Individual Property shall be operated under the terms Borrower and conditions of the applicable Management Agreement. Each Borrower Leasehold Pledgor shall or shall cause the applicable Owner and Operating Lessee to (xi) pay use commercially reasonable efforts to cause Manager to manage the Properties in accordance with the applicable Management Agreement and in accordance with all sums required to be paid by the owner under each Management Agreementapplicable Legal Requirements, (yii) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of each of the Management Agreement Agreements on the part of the owner thereunder Owner and/or Operating Lessee to be performed, observed performed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreementobserved, (ziii) promptly notify (or cause Owner or Operating Lessee to notify) Lender of any material default (after the giving expiration of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of applicable cure periods) under any Management Agreement on of which it is aware, (iv) in the part event of and upon Lender’s reasonable request from time to time, promptly deliver (or cause Owner or Operating Lessee to deliver) to Lender a copy of any financial statements, business plans, capital expenditures plans, reports and estimates received by it under the Management Agreements that are so requested by Lender, and (v) promptly enforce the performance and observance of all of the owner thereunder covenants required to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default by Manager under the Management AgreementAgreements. Subject at all times to the rights of Mortgage Lender under the Mortgage Loan Documents, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) If any Borrower if Owner or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of the Borrower Owner or Operating Lessee thereunder Lessee, as applicable, to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee such default is not contesting the validity cured within thirty (30) days of such default in good faith in accordance with the terms written notice from Lender (or if an Event of the Management AgreementDefault exists), 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 any Borrower or Leasehold Pledgor from any of its obligations hereunderObligations hereunder or under the Management Agreements, 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 such the Management Agreement Agreements on the part of the owner Owner or Operating Lessee, as applicable, to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of 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. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.

Management Agreements. (i) Each Individual Property shall be operated under the terms and conditions of the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to)shall, without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any 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 such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of 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. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating LeaseAgreement, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s 's Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.

Management Agreements. (i) Each Individual Property shall be operated under Throughout the terms and conditions of the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Term, Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of enter into any Management Agreement without the prior consent written approval of Lender (Lessor, in each instance, which consent approval shall not be unreasonably withheld. Lessee shall not, without the prior written approval of Lessor, in each instance, which approval shall not be unreasonably withheld, agree to or allow: (a) any change in the Manager or change in the ownership or control of the Manager, (b) the termination of any Management Agreement (other than in connection with the exercise by Lessee of any of its remedies under the Management Agreement as a result of any default by the Manager thereunder), (c) any assignment by the Manager of its interest under the Management Agreement or (d) any material amendment of the Management Agreement. In addition, Lessee shall, at its sole cost and expense, promptly and fully perform or cause to be performed every covenant, condition, promise and obligation of the licensed operator of the Leased Property under any Management Agreement. Each Management Agreement shall provide that Lessor shall be void and provided notice of no force and effect. (iii) If any Borrower or Operating defaults thereunder and, at Lessor's option, an opportunity to cure such default. Lessee shall furnish to Lessor, within three (3) days after receipt thereof, or after the mailing or service thereof by Lessee, as the case may be, a copy of each notice of default which Lessee shall give to, or receive from any Person, based upon the occurrence, or alleged occurrence, of any default in the performance or observance of any material termcovenant, covenant condition, promise or condition of obligation under any Management Agreement Agreement. Whenever and as often as Lessee shall fail to perform, promptly and fully, at its sole cost and expense, any covenant, condition, promise or obligation on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms licensed operator of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, Leased Property under and without waiving or releasing any Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, pursuant 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 such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower Lessor, or Operating Lessee is not contesting said default in good faith in accordance with the terms a lawfully appointed receiver of the Management AgreementLeased Property, such notice shall constitute full protection to Lender for may, at their respective options (and without any action taken or omitted to be taken by Lender in good faith, in reliance thereon. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail obligation to do so), which power after five (5) days' prior notice to Lessee (except in the case of attorney shall be irrevocable an emergency) enter upon the Leased Property and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lenderperform, shall be deemed to constitute a portion of the Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager performed, such work, labor, services, acts or things, and take such other steps and do such other acts as they may deem advisable, to cure such defaulted covenant, condition, promise or obligation, and any amount so paid or advanced by Lessor or such receiver and all costs and expenses reasonably incurred in connection therewith (A) certifying (1) that the Management Agreement is unmodified including, without limitation, attorneys' fees and in full force expenses and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modificationscourt costs), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether shall be a demand obligation of Lessee to Lessor or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a defaultreceiver, and, if so, specifying each Lessor shall have the same rights and remedies for failure to pay such default or occurrence of which Manager may have knowledge; and (C) stating such costs on demand as for Lessee's failure to pay any other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lendersums due hereunder. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.

Management Agreements. (i) Each Individual Property shall be operated under the terms and conditions of the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any 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 such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of 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. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s 's Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.

Management Agreements. (i) Each Individual Property Lessee shall be operated under the terms and conditions not engage any Management Company or allow any tenants, subtenants or sublessees of the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Lessee Facility to (x) pay all sums required to be paid by the owner under each Management Agreement, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of engage any Management Agreement on the part of the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to)Company, without the Lessor's prior consent of the Lender (written consent, which consent shall not be unreasonably withheld); provided, surrender however, Lessor's rights relating to any Management Agreement Company as set forth in Section 16.2 hereof shall be at Lessor's sole and absolute discretion. Lessee shall, if required by Lessor, assign all of Lessee's rights under the Management Agreements to Lessor and Lessor shall be entitled to assign same to Lessor's lender. At the request of the Lessor from time to time, Lessee shall execute and deliver (and require the tenants, subtenants or terminate or cancel sublessees to execute and deliver, if applicable) an assignment and/or subordination agreement relating to the Management Agreements, which assignment and/or subordination agreement shall be in such form and content as reasonably acceptable to Lessor and/or any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writinglender providing financing to Lessor, and each Borrower shall be delivered to Lessor within ten (10) days after Lessor's request. Lessee hereby assigns agrees that all payments and fees payable under the Management Agreements are and shall be subordinate to Lender as further security for the payment of the Indebtedness obligations under this Lease and for all other documents executed in connection with this Lease and the performance and observance Purchase Agreement. Lessee agrees that all Management Agreements entered into in connection with the Leased Property shall expressly contain provisions acceptable to Lessor which (i) require an assignment of the termsManagement Agreements to Lessor upon request by Lessor, covenants (ii) confirm and conditions of warrant that all sums due and payable under the Management Agreements are subordinate to this Loan AgreementLease, any and all rights, privileges and prerogatives of each Borrower (iii) grant Lessor the right to surrender any terminate the Management Agreement (indivixxxxxx xx xxllectively, if more than one (1)) upon a default hereunder or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any upon a default under such applicable Management Agreement, (iv) require the Management Company to execute and any deliver to Lessor within ten (10) days from Lessor's request an estoppel certificate, assignment and/or subordination agreement as required by Lessor and/or Lessor's lender providing financing to Lessor, in such surrender of form and content as is acceptable to Lessor and/or its lender, and (v) all fees due and payable under any Management Agreement or terminationAgreements, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) If any Borrower or Operating Lessee shall default in subordinate to all monetary obligations under this Lease. At the performance or observance of any material term, covenant or condition of any Management Agreement on the part request of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any 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 such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the applicable Individual Property at any time and Lessor from time to time for the purpose of taking any time, Lessee shall execute and obtain from all parties subject to such action. If any Manager shall deliver to Lender a copy of any notice sent to any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of 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. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf Agreements executed written confirmation of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing assignment or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Managersubordination, which shall deliver a comfort or similar letter and/or a Manager’s Subordination be delivered to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretionLessor within ten (10) days from Lessor's request.

Management Agreements. (a) Borrower shall, at its sole cost and expense (i) Each Individual Property shall be operated under the terms promptly and conditions of the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Lessee to (x) pay timely perform and/or observe, in all sums required to be paid by the owner under each Management Agreementmaterial respects, (y) diligently perform, observe and enforce all of the terms, covenants covenants, conditions and conditions of each agreements required to be performed and observed by Borrower under any Management Agreement on the part of the owner thereunder 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 material rights of said owner under each Management Agreement, thereunder; (zii) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any material default by the owner in the performance or observance of any of the terms, covenants or conditions of under any Management Agreement on the part of the owner thereunder to be performed and observed which it is aware; (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aaiii) promptly deliver to Lender a copy of each financial statementnotice received by it under a Management Agreement; (iv) enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by the counterparty under each Management Agreement, business planin a commercially reasonable manner; (v) not amend, capital expenditure planrestate, notice replace, supplement or otherwise modify any Management Agreement in any material respect, waive any of a default under its material rights and remedies thereunder, or exercise any right to terminate the Management Agreement, report regarding operations without the prior written consent of Lender (such consent not to be unreasonably withheld, conditioned or delayed) in each instance; and (vi) not tender or accept a surrender or cancellation of any Management Agreement without the prior written consent of Lender (such consent not to be unreasonably withheld, conditioned or delayed) where such surrender or cancellation would adversely affect the Property or adversely affect Lender’s interest therein or Lender’s security or where such surrender or cancellation would violate the terms of any Loan Document. (b) Borrower hereby grants to Lender the right (but not the obligation), upon prior notice to Borrower, if Borrower shall be in default under any Management Agreement, and subject to the terms of such Management Agreement, to cause the default or defaults under such Management Agreement to be remedied and otherwise exercise any and all rights of Borrower under such Management Agreement, as may be necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, and Lender shall have the right to enter all or any portion of the Property at such times and in such manner as Lender deems necessary, to prevent or to cure any such default, subject to the Gaming Laws. (c) The actions or payments of Lender to cure any default by Borrower under any Management Agreement shall not remove or waive, as between Borrower and Lender, any default that occurred under this Agreement by virtue of such default by Borrower under such Management Agreement. All sums expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the related Individual Propertyrate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the Security Instrument. (d) Borrower shall notify Lender promptly in writing of (i) the occurrence, estimates to Borrower’s knowledge, of any monetary nature and any other items reasonably requested by Lender, in each case received material default by any party to any Management Agreement, (ii) the occurrence, to Borrower’s knowledge, of any event that, with the passage of time or service of notice, or both, would constitute a material default by any party under any Management Agreement, and (iii) the receipt by Borrower of any notice (written or Operating Lessee otherwise) from any party under any Management Agreement noting or claiming the occurrence of any default by Borrower under any Management Agreement. (iie) No Borrower shall (promptly execute, acknowledge and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any 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 such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 such instruments as may reasonably be required to any Borrower and/or Operating Lessee of permit Lender to cure any default under any Management Agreement, Agreement or permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and Borrower or Operating Lessee is not contesting said default in good faith in accordance preserve the security interest of Lender under the Loan Documents with the terms of 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. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior respect to the last day upon which any such option may be exercisedProperty. Upon the occurrence and during the continuance of an Event of Default, and each Borrower hereby expressly authorizes and irrevocably appoints Lender as its true and lawful attorney-in-fact to exercise do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Borrower under or with respect to any Management Agreement, including, without limitation, the right to effectuate any extension or renewal of any Management Agreement, or to preserve any rights of Borrower whatsoever in respect of any part of any Management Agreement (or cause and the applicable Operating Lessee above powers granted to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable Lender are coupled with an interest and shall be deemed to be coupled with an interestirrevocable). (vf) Any sums expended by Lender pursuant With respect to this Section any Management Agreement, Borrower shall, from time to time (but not more often than once in any twelve (12) month period unless a Default or Event of Default then exists, in which case such limit shall bear interest at the Default Rate not apply), upon ten (10) Business Days’ prior written request from the date such cost is incurred to the date of payment Lender, execute, acknowledge and deliver to Lender, shall be deemed to constitute a portion of statement containing the Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager following: (A) certifying (1) a statement that the such Management Agreement is unmodified and in full force and effect (or or, if there have been modifications, that the same, as modified, Management Agreement is in full force and effect as modified and stating the setting forth such modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether a statement that Borrower is not in default thereunder beyond any applicable grace, cure or not notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become cure such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating a statement that, to Borrower’s knowledge, either the other party thereto is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to the Management Agreements as Lender may shall reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (viig) Upon the termination of With respect to any Management Agreement, subject to Section 5.1(P), each Borrower shall use commercially reasonable efforts to deliver to Lender from time to time (provided that Borrower shall not be required to deliver such certificates more frequently than once in any twelve (12) month period unless a Default or Event of Default then exists, in which case such limit shall cause Operating Lessee tonot apply) promptly enter into within twenty (20) Business Days of Lender’s request, a new certificate from each party to such Management Agreement with other than Borrower containing the following: (A) a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to statement that such. Management Agreement is unmodified and in favor full force and effect or, if there have been modifications, that the Management Agreement is in full force and effect as modified and setting forth such modifications, (B) a statement that either such other party is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of Lendersuch default and the steps being taken to cure such default, all upon terms (C) a statement that, to such party’s knowledge, Borrower is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and conditions acceptable the steps being taken to cure such default and (D) such other information with respect to such other party and/or Management Agreements as Lender in its discretionshall reasonably request.

Management Agreements. (a) Borrower shall cause Manager to manage each Individual Property in accordance with the Management Agreements. Borrower shall (i) Each Individual Property shall be operated under the terms diligently perform and conditions of the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each the Management Agreement Agreements on the part of the owner thereunder Borrower to be performed, observed performed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreementobserved, (zii) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner Borrower in the performance or observance of any of the terms, covenants or conditions of any the Management Agreement Agreements on the part of the owner thereunder Borrower to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such noticeobserved, and (aaiii) promptly deliver to Lender a copy of each 156506983 financial statement, business plan, capital expenditure expenditures plan, notice of a default report and estimate received by it under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Agreements. If Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) If any Borrower or Operating Lessee shall default defaults in the performance or observance of any material term, covenant or condition of any the Management Agreement Agreements on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreementobserved, then, without limiting the generality of Lender’s other rights or remedies under this Agreement or the other provisions of this AgreementLoan Documents, the Environmental Indemnity or the Guaranty, if any, and without waiving or releasing any Borrower from any of its obligations hereunderhereunder or under the Management Agreements, 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 such the Management Agreement Agreements on the part of the owner Borrower to be performed or observed observed. (b) Borrower shall not surrender, terminate, cancel, modify, renew or extend the Management Agreements, or enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, or consent to the assignment by the Manager of its interest under the Management Agreements, in each case without the express consent of Lender (such consent not to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from defaultunreasonably withheld). Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the applicable Individual Property If at any time and from time Xxxxxx consents to time for the purpose appointment of taking any a new manager, such action. If any Manager shall deliver to Lender a copy of any notice sent to any Borrower and/or Operating Lessee of any default under any Management Agreement, manager and Borrower or Operating Lessee is not contesting said default shall, as a condition of Xxxxxx’s consent, execute an assignment and subordination of management agreement in good faith in accordance with the terms of the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken form then used by Lender in good faith, in reliance thereonXxxxxx. (ivc) Each Borrower Lender shall (or shall cause have the applicable Operating Lessee to) exercise each individual optionright, if anyin its sole discretion, to extend or renew require Borrower to replace the term of each Management Agreement Manager upon demand prior notice with a Person reasonably approved by Lender made upon the occurrence of any one or more of the following events: (i) at any time within ninety (90) days prior to following the last day upon which any such option may be exercised, occurrence and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name continuance of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or and/or (yii) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each if Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due default of any material provision under the Management Agreement have been paid; (B) stating whether Agreements beyond any applicable notice and cure period or not to if at any time the best knowledge of Manager (1) there is a continuing default by Borrower has engaged in gross negligence, fraud or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lenderwillful misconduct. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.

Management Agreements. (ia) Each Individual Property shall be operated under the terms and conditions of the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (y) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of each the Management Agreement on the part of the owner thereunder 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 said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any received by Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of any the Management Agreement on the part of Borrower, the owner thereunder related Manager or the related Hotel Lessee to be performed and observed (which observed. If Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreementobserved, 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 any Borrower from any of its obligations hereunderhereunder or under the Management Agreements, 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 such Management Agreement on the part of the owner Borrower to be performed or observed to observed. (b) Each Management Agreement entered into after the date hereof shall be promptly performed or observed on behalf of such Borrower, subordinate to the end related Mortgage and shall provide that it may be terminated at Lender’s option upon the occurrence of any of the following: (i) an Event of Default, or (ii) a Manager’s fraud, gross negligence or willful misconduct. With respect to any Management Agreement that is not subordinate by its terms, Lender shall control all of the related Individual Borrower’s rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant (subject to the terms of the applicable SubordinationHotel Lease), Attornment and Security Agreement and/or Assignment of including, without limitation, any right to terminate the Manager. If required by a Management Agreement, Lender and shall provide a nondisturbance agreement for the benefit of such Manager satisfactory to Lender. Each such Management Agreement entered into after the date hereof shall provide that such Management Agreement will not be amended, modified or terminated without the consent of Lender. (c) Except as expressly provided below, Borrower shall not consent to or enter into any person designated by Lender of the following transactions, or any combination thereof, unless it has received the prior consent of Lender, which consent shall havenot be unreasonably withheld if the term thereof expires prior to the expiration date of the related Hotel Lease, and are hereby grantedwritten confirmation from the Rating Agencies that such transaction or combination thereof will not result in a qualification, downgrade or withdrawal of the right then current ratings assigned to enter upon the applicable Individual Property at any time and from time to time for Securities: (i) the purpose surrender of taking any such action. If any Manager shall deliver to Lender a copy of any notice sent to any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with (ii) the terms assignment by any Manager of the its interest under a Management Agreement, such notice shall constitute full protection to Lender for any action taken (iii) the termination or omitted to be taken by Lender in good faithcancellation of a Management Agreement, in reliance thereon. (iv) Each the modification, change, supplement, alteration or amendment of a Management Agreement, (v) the change, replacement or termination of a Manager or (vi) the entering into of any new Management Agreement. Notwithstanding anything to the contrary contained herein, (x) Borrower shall (be permitted, without such written confirmation from the Rating Agencies or shall cause the applicable Operating Lessee to) exercise each individual option, if anyapproval of Lender, to extend or renew the current Management Agreements with Hyatt for the Hyatt Hotels for an original term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to that does not extend beyond the last day upon which any such option may be exercised, year 2022 and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times extension periods of not more than ten (10) years each and otherwise upon terms and conditions no less favorable, in the aggregate, to Borrower than the current Management Agreements, (y) Borrower shall be permitted, without any calendar year during such written confirmation from the Rating Agencies or the approval of Lender, to make any non-material modification, change, supplement, alteration or amendment to any Management Agreement and to waive any non material rights thereunder (provided that no such modification, change, supplement, alteration, amendment or waiver shall affect the cash management procedures set forth in the Management Agreement or the Loan Documents, decrease the cash flow of the subject Individual Property, adversely affect the marketability of the subject Individual Property, change the definitions of “default” or “event of default”, change the definition of “operating expense” to add additional items to such definition, change the definitions of “owners distribution” or “owner’s remittance” or words of similar meaning so as to reduce the payments due Borrower thereunder, change the timing of remittances to Owner thereunder, increase reserve requirements, change the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement or increase the management fees payable under such Management Agreement) and (z) Lender shall approve any replacement Manager that is unmodified and in full force and effect a Qualified Manager. (or if there have been modifications, that the same, as modified, d) Each Management Agreement is in full force and effect and stating the modifications)and, and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best of Borrower’s knowledge of Manager (1i) there is a continuing default no default, breach or violation existing thereunder by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or party thereto and (2ii) there shall have no event has occurred any event that, with the giving of notice or passage of time or the giving of notice, or both, would become such constitute a default, and, if so, specifying each such default breach or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon violation by Lender and/or such third any party specified by Lenderthereunder. (viie) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or be entitled to utilize the cash management procedures set forth in the Deposit Account Agreements only for so long as the existing Managers continue to manage the related Individual Properties. In the event any Individual Property is managed by a Person other than the existing Manager, Borrower shall cause Operating Lessee to) promptly be required to enter into a new Management Agreement cash management procedures for such Individual Properties similar to the procedures that are currently in place with a replacement Manager, which shall deliver a comfort respect to the Swissôtels on the date hereof or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions such other cash management procedures that are acceptable to Lender in its sole discretion.

Management Agreements. (i) Each Individual Property shall be operated under From and after the terms and conditions of Commencement Date, the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of enter into any Management Agreement without the prior consent written approval of Lender (the Lessor, in each instance, which consent approval shall not be unreasonably withheld. The Lessee shall not, without the prior written approval of the Lessor, in each instance, which approval shall not be unreasonably withheld, agree to or allow: (a) any change in the Manager or change in the ownership or control of the Manager, (b) any change in the Management Agreement, (c) the termination of any Management Agreement (other than in connection with the exercise by the Lessee of any of its remedies under the Management Agreement as a result of any default by the Manager thereunder), (d) any assignment by the Manager of its interest under the Management Agreement or (e) any material amendment of the Management Agreement. In addition, the Lessee shall, at its sole cost and expense, promptly and fully perform or cause to be performed every covenant, condition, promise and obligation of the licensed operator of the Leased Property under any Management Agreement. Each Management Agreement shall provide that the Lessor shall be void and provided notice of no force and effect. (iii) If any Borrower or Operating defaults thereunder and, at the Lessor's option, an opportunity to cure such default. The Lessee shall furnish to the Lessor, within three (3) days after receipt thereof, or after the mailing or service thereof by the Lessee, as the case may be, a copy of each notice of default which the Lessee shall give to, or receive from any Person, based upon the occurrence, or alleged occurrence, of any default in the performance or observance of any material termcovenant, covenant condition, promise or condition of obligation under any Management Agreement Agreement. Whenever and as often as the Lessee shall fail to perform, promptly and fully, at its sole cost and expense, any covenant, condition, promise or obligation on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms licensed operator of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, Leased Property under and without waiving or releasing any Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, pursuant 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 such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower the Lessor, or Operating Lessee is not contesting said default in good faith in accordance with the terms a lawfully appointed receiver of the Management AgreementLeased Property, such notice shall constitute full protection to Lender for may, at their respective options (and without any action taken or omitted to be taken by Lender in good faith, in reliance thereon. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail obligation to do so), which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. after five (v5) Any sums expended by Lender pursuant to this Section shall bear interest at the Default Rate from the date such cost is incurred days' prior notice to the date Lessee (except in the case of payment to Lenderan emergency) enter upon the Leased Property and perform, shall be deemed to constitute a portion of the Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager performed, such work, labor, services, acts or things, and take such other steps and do such other acts as they may deem advisable, to cure such defaulted covenant, condition, promise or obligation, and any amount so paid or advanced by the Lessor or such receiver and all costs and expenses reasonably incurred in connection therewith (A) certifying (1) that the Management Agreement is unmodified including, without limitation, attorneys' fees and in full force expenses and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modificationscourt costs), and (2) shall be a demand obligation of the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not Lessee to the best knowledge of Manager (1) there is a continuing default by Borrower Lessor or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a defaultreceiver, and, if so, specifying each the Lessor shall have the same rights and remedies for failure to pay such default or occurrence of which Manager may have knowledge; and (C) stating such costs on demand as for the Lessee's failure to pay any other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lendersums due hereunder. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.

Management Agreements. From and after the Commencement Date, neither the Lessee, nor any Sublessee (i) Each Individual Property shall be operated under the terms and conditions other than any Sublessee that is not an Affiliate of the applicable Management Agreement. Each Borrower Lessee) shall or shall cause the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under enter into any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent written approval of the Lender Lessor and the Fee Mortgagee (to the extent that any such approval from any Fee Mortgagee is required under any Fee Mortgage Loan Documents), in each instance, which consent approval from the Lessor shall not be unreasonably withheld). The Lessee shall not, surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement without the prior consent written approval of Lender (the Lessor, in each instance, which consent approval shall not be unreasonably withheld, agree to or allow: (a) shall be void and of no force and effect. (iii) If any Borrower or Operating Lessee shall default change in the performance ownership or observance of any material term, covenant or condition of any Management Agreement on the part control of the Borrower or Operating Lessee thereunder Manager to be performed or observed beyond any applicable notice and cure periods contained thereinthe extent that, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of pursuant to the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving any such change is prohibited or releasing any 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 such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, subject to the end that the rights of said Borrower and/or Operating Lessee inLessee's approval, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of 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. (ivb) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Management Agreement, except (i) if either party thereto exercises any right to terminate the Management Agreement in accordance with its terms (unrelated to an allegation of default) or (ii) in connection with the exercise by the Lessee of any of its remedies under the Management Agreement as a result of any default by the Manager thereunder), (c) any assignment by the Manager of its interest under the Management Agreement or (d) any material amendment of the Management Agreement. In addition, the Lessee and every Sublessee (other than any Sublessee that is not an Affiliate of the Lessee) shall, at their sole cost and expense, promptly and fully perform or cause to be performed every covenant, condition, promise and obligation of the licensed operator of the Leased Property under any Management Agreement. Each Management Agreement shall provide that the Lessor shall be provided notice of any defaults thereunder and, at the Lessor's option, an opportunity to cure such default. The Lessee and any Sublessee (other than any Sublessee that is not an Affiliate of the Lessee) shall furnish to the Lessor, within three (3) days after receipt thereof, or after the mailing or service thereof by the Lessee or such Sublessee, as the case may be, a copy of each notice of default which the Lessee or such Sublessee shall give to, or receive from any Person, based upon the occurrence, or alleged occurrence, of any default in the performance of any covenant, condition, promise or obligation under any Management Agreement. Whenever and as often as the Lessee or any Sublessee (other than any Sublessee that is not an Affiliate of the Lessee) shall fail to perform, promptly and fully, at its sole cost and expense, any covenant, condition, promise or obligation on the part of the licensed operator of the Leased Property under and pursuant to any Management Agreement, the Lessor, or a lawfully appointed receiver of the Leased Property, or, subject to Section 5.1(Pthe terms of any applicable Fee Mortgage Loan Documents, any Fee Mortgagee may, at their respective options (and without any obligation to do so), each Borrower after five (5) days' prior notice to the Lessee (except in the case of an emergency) enter upon the Leased Property and perform, or cause to be performed, such work, labor, services, acts or things, and take such other steps and do such other acts as they may deem advisable, to cure such defaulted covenant, condition, promise or obligation, and any amount so paid or advanced by the Lessor, such receiver or such Fee Mortgagee and all costs and expenses reasonably incurred in connection therewith (including, without limitation, attorneys' fees and expenses), shall (be a demand obligation of the Lessee to the Lessor, such receiver or such Fee Mortgagee, and, such parties shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination have the same rights and remedies for failure to and in favor of Lender, all upon terms and conditions acceptable pay such costs on demand as for the Lessee's failure to Lender in its discretionpay any other sums due hereunder.

Management Agreements. (i) Each Individual Property shall be The Improvements have been operated under the terms and conditions of that certain management agreement entered into between Mortgagor and the applicable manager (the "Manager") set forth therein delivered to, and approved by, Mortgagee (hereinafter, together with any renewals or replacements thereof, being referred to as the "Management Agreement"). Each Borrower Mortgagor acknowledges that Mortgagee has examined and relied on the Manager's experience in operating properties such as the Mortgaged Property in agreeing to make the loan secured hereby, and that Mortgagee will continue to rely on the Manager's management of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Mortgagor shall or shall cause the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (yi) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of each the Management Agreement on the part of the owner thereunder Mortgagor 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 said owner Mortgagor under each the Management Agreement, Agreement and (zii) promptly notify Lender Mortgagee of the giving of any written notice to any Borrower and/or Operating Lessee Mortgagor of any default by the owner Mortgagor in the performance or observance of any of the terms, covenants or conditions of any the Management Agreement on the part of the owner thereunder Mortgagor to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender Mortgagee a true copy of each such notice. Mortgagor shall not surrender the Management Agreement, and (aa) promptly deliver consent to Lender a copy the assignment by the Manager of each financial statement, business plan, capital expenditure plan, notice of a default its interest under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any the Management Agreement or modify, change, supplement, alter or amendamend the Management Agreement, in any material respect, any Management Agreement, either orally or in writing, and each Borrower Mortgagor hereby assigns to Lender Mortgagee as further security for the payment of the Indebtedness Debt and for the performance and observance of the terms, covenants and conditions of this Loan AgreementMortgage, any and all the rights, privileges and prerogatives of each Borrower Mortgagor to surrender any the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, amend the Management Agreement in any material respect, any Management Agreement, and any such surrender of any the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any the Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) Mortgagee shall be void and of no force and effect. (iii) . If any Borrower or Operating Lessee Mortgagor shall default in the performance or observance of any material term, covenant or condition of any the Management Agreement on the part of the Borrower or Operating Lessee thereunder Mortgagor to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreementobserved, then, without limiting the generality of the other provisions of this AgreementMortgage, and without waiving or releasing any Borrower Mortgagor from any of its obligations hereunder, Lender 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 such the Management Agreement on the part of the owner Mortgagor to be performed or observed to be promptly performed or observed on behalf of such BorrowerMortgagor, to the end that the rights of said Borrower and/or Operating Lessee Mortgagor in, to and under such the Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender Mortgagee and any person designated by Lender Mortgagee shall have, and are hereby granted, the right to enter upon the applicable Individual Mortgaged Property at any time and from time to time for the purpose of taking any such action. If any the Manager under the Management Agreement shall deliver to Lender Mortgagee a copy of any notice sent to any Borrower and/or Operating Lessee Mortgagor of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of 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. (iv) Each Borrower . Mortgagor 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 Mortgagor with the terms of the Management Agreement as may be requested by Mortgagee. Mortgagor shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each the Management Agreement upon demand by Lender Mortgagee made at any time within ninety one (901) days prior to year of the last day upon which any such option may be exercised, and each Borrower Mortgagor hereby expressly authorizes and appoints Lender as Mortgagee its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do soMortgagor, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.. Notwithstanding anything to the contrary contained herein, Mortgagor may replace the Manager or accept the resignation of the Manager or consent to a transfer by the Manager, provided: (v1) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an No Event of Default has shall have occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and continuing; (2) the date through which new manager or holder of the stock or partnership interest shall be a person, firm or corporation whose character, financial strength, stability and experience shall be similar to the existing Manager and otherwise have Adequate Real Estate Experience (it being understood that Insigna Financial Group, Inc. or any Affiliate thereof shall be deemed an acceptable replacement); (3) the new manager shall deliver all organizational documentation and other materials evidencing its Adequate Real Estate Experience and otherwise be acceptable to Mortgagee; (4) the Mortgagor shall pay the reasonable costs and expenses of Mortgagee and Mortgagee's counsel incurred in connection with the review and approval of such new manager; and (5) the terms of any new management fees due under agreement affecting the Mortgaged Property must be acceptable to Mortgagee in all respects, provided, however, if the terms and conditions of the new management agreement shall be substantially similar to the Management Agreement have been paid; (B) stating whether or not to and the best knowledge of Manager (1) there management fee due thereunder is a continuing default by Borrower or Operating Lessee in no greater than the performance or observance of any covenant, agreement or condition contained fee provided in the Management Agreement or the Operating LeaseAgreement, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement new management agreement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions deemed acceptable to Lender in its discretionMortgagee.

Management Agreements. Throughout the Term, Lessee shall not enter into any Ivlanagement Agreement without the prior written approval of Lessor, in each instance, which approval shall not be unreasonably withheld. Lessee shall not, without the prior written approval of Lessor, in each instance, which approval shall not be unreasonably withheld, agree to or allow: (ia) Each Individual Property shall be operated any change in the Manager or change in the ownership or control of the Manager, (b) the termination of any Management Agreement (other than in connection with the exercise by Lessee of any of its remedies under the terms and conditions of the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee as a result of any default by the owner in Manager thereunder), (c) any assignment by the performance or observance Manager of any of its interest under the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder to be performed and observed or (which Borrower or Operating Lessee may contest in accordance with the terms d) any material amendment of the Management Agreement) . In addition, Lessee shall, at its sole cost and deliver expense, promptly and fully perform or cause to Lender a true copy be performed every covenant, condition, promise and obligation of each the licensed operator of the Leased Property under any Management Agreement. Each Management Aareement shall provide that Lessor shall be provided notice of any defaults thereunder and, at Lessor's option, an opportunity to cure such noticedefault. Lessee shall furnish to Lessor, and (aa) promptly deliver to Lender within three days after receipt thereof, or after the mailing or service thereof by Lessee, as the case may be, a copy of each financial statement, business plan, capital expenditure plan, notice of a default under which Lessee shall aive to, or receive from any Person, based upon the Management Agreementoccurrence, report regarding operations at the related Individual Propertyor alleged occurrence, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) If any Borrower or Operating Lessee shall default in the performance ofany covenant, condition, promise or observance of obligation under any material termManaaement Agreement. Whenever and as often as Lessee shall fail to perform, covenant promptly and fully, at its sole cost and expense, any covenant, condition, promise or condition of any Management Agreement obligation on the part ofthe licensed operator of the Borrower Leased Property under and pursuant to any Management Aareement, Lessor, or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained thereina lawfully appoin.txx receiver ofthe Leased Property, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreementmay, then, without limiting the generality of the other provisions of this Agreement, at their respective options (and without waiving or releasing any Borrower from any obliaation to do so), after five (5) days' prior notice to Lessee (except in the case 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 such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any person designated by Lender shall have, and are hereby granted, the right to an emeraency) enter upon the applicable Individual Leased 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 any Borrower and/or Operating Lessee of any default under any Management Agreementperform, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of 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. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager performed, such work, labor, sen.ices, acts or things, and take such other steps and do such other acts as they may deem advisable, to cure such defaulted covenant, condition, promise or obliaation, and.any amount so paid or advanced by Lessor or such receiver and all costs and etpenses reasonably incurred in connection therewith (A) certifying (1) that the Management Agreement is unmodified including, without limitation, attorneys' fees and in full force expenses and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modificationscourt costs), shall be a demand obliaation of Lessee to Lessor or such receiver, and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there Lessor shall have occurred 35. the same rights and remedies for failure to pay such costs on demand as for Lessee's failure to pay any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lendersums due hereunder. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.

Management Agreements. (ia) Each Individual Property Throughout the Term, Tenant shall be operated under the terms and conditions of the applicable Management Agreement. Each Borrower shall or shall cause the applicable not enter into, nor permit an Operating Lessee Subtenant to (x) pay all sums required to be paid by the owner under each Management Agreemententer into, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on without the part prior written approval of the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by LenderLandlord, in each case received by any Borrower instance, which approval may not be unreasonably withheld, conditioned or Operating Lessee under any Management Agreement. (ii) No Borrower delayed. Tenant shall not (and shall not cause or permit any Operating Lessee Subtenant or Affiliate to), without the prior written consent of the Lender (Landlord, which consent shall Landlord may not be unreasonably withheld)withhold, surrender condition or delay, agree to: (i) any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) If any Borrower or Operating Lessee shall default change in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any 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 such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default ; (ii) any material change in good faith in accordance with the terms of 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. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (Biii) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Management Agreement; or (iv) the assignment of any Management Agreement by any Manager. Each Management Agreement shall provide that Landlord shall receive notice of any defaults thereunder and, subject at Landlord’s option, an opportunity to Section 5.1(P)cure any such defaults. If Landlord shall cure any of Tenant’s defaults under any Management Agreement, each Borrower the cost of any such cure shall be payable upon demand to Landlord by Tenant as Supplementary Rent. Any manager shall be reputable and have experience in managing facilities similar in size, scope, use and value as the Facilities or any one of them for which they are assigned management responsibilities. (b) In the event the Management Agreement is terminated or expires, Tenant immediately shall engage (or shall cause Operating Lessee toSubtenant) promptly enter into to engage the services of a new third party for the management of all or any part of the Facility meeting the following criteria, to be demonstrated by Tenant to the reasonable satisfaction of Landlord: (a) the proposed manager shall have sufficient operating experience and history; (b) the proposed manager shall, in Landlord’s reasonable judgment be, a reputable person or entity of good character and have a general business reputation for providing quality healthcare services reasonably compatible with the services provided by Tenant and/or Operating Subtenant; (c) the proposed manager shall collaterally assign and subordinates its Management Agreement with Tenant to this Lease by executing a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to collateral assignment and subordination agreement in favor of LenderLandlord. As used herein, a manager shall be deemed to have “sufficient operating experience and history” if, immediately prior to entering into the Management Agreement, such Person (together with its Affiliates and/or officers, directors, and managers) (i) operated or managed at least five (50 facilities engaged in the same business as the Facility, and (ii) has been in the business of operating or managing assisted living facilities with memory care for at least five (5) years. (c) All management fees, payments in connection with any extension of credit and fees for services provided in connection with the operation of the Facility, and all upon terms other payments and conditions acceptable fees, payable by Tenant to Lender in its discretionany Manager, including a Manager that is an Affiliate of Tenant, shall be subordinated to the obligations of Tenant under this Lease. Tenant shall deliver to Landlord any reasonable instrument requested by Landlord to implement the intent of the foregoing provision.

Management Agreements. (i) Each Individual Property shall be operated under the terms Borrower and conditions of the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Hotel Lessee to shall: (xA) pay promptly perform and/or observe, in all sums required to be paid by the owner under each Management Agreementmaterial respects, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder agreements required to be performed and observed by it under each Management Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (B) promptly notify Administrative Agent of any material default under any Management Agreement of which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and it is aware; (aaC) promptly deliver to Lender Administrative Agent a copy of each material financial statement, business plan, capital expenditure expenditures plan, notice of a default under the Management Agreementnotice, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case estimate received by any Borrower or Operating Lessee it under any Management Agreement, including any material notice that Borrower or Hotel Lessee is required to undertake any capital improvements; and (D) enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by Manager under each Management Agreement, in a commercially reasonable manner. If any Management Agreement expires or is terminated (without limiting any obligation of Borrower or Hotel Lessee, if any, to obtain Administrative Agent’s consent to any termination prior to the expiration of the applicable term or modification of the applicable Management Agreement in accordance with the terms and provisions of this Agreement), Borrower or Hotel Lessee, as applicable, shall promptly enter into a replacement Management Agreement with Manager or another Qualified Manager, as applicable. (ii) No If Borrower or Hotel Lessee shall be in default (and shall not cause beyond the expiration of any applicable notice or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender cure periods thereunder) under any Management Agreement or terminate or cancel any replacement Management Agreement entered into by Borrower or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns Hotel Lessee pursuant to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants terms and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower hereof which could reasonably be expected to surrender any Management Agreement or allow Manager to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any terminate such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any Borrower or Hotel Lessee from any of its their respective obligations hereunderunder the Loan Documents, Lender but subject to the terms of any comfort letter, tri-party agreement or similar agreement then in effect and to which Administrative Agent is a party, 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 such Management Agreement on the part of the owner Borrower or Hotel Lessee to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from defaultobserved. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender Administrative Agent and any person Person designated by Lender Administrative Agent 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 the Manager shall deliver to Lender Administrative Agent a copy of any written notice sent to any Borrower and/or Operating or Hotel Lessee of any concerning a default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of the Management Agreement, such notice shall constitute full protection to Lender Administrative Agent and its designees for any action taken or omitted to be taken by Lender thereby in good faith, in reliance thereon. (iv. Any sums expended by Administrative Agent pursuant to this Section 7.1.20(a) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to constitute a portion of the Debt, shall be coupled with an interest. (v) Any sums expended secured by Lender pursuant to this Section the Lien of the Security Instrument and the other Loan Documents, shall be immediately due and payable upon demand by Administrative Agent therefor and shall bear interest at the Default Rate from the date such cost is incurred so demanded to the date of payment to Lender, shall be deemed to constitute a portion of the Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender thereforAdministrative Agent. (viiii) Each Borrower shall, and Hotel Lessee shall promptly upon written request of Lender, Administrative Agent (but no not more than two (2) times twice in any calendar year during the term of the Loan twelve (12) month period, unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned exists, in connection with a Secondary Market Transaction) which case the foregoing limitation shall not apply), use its diligent best commercially reasonable efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager stating that (A) certifying (1) that the each Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications)has not been modified, and (2) the date through which the management fees due under the Management Agreement have been paid; amended or assigned, (B) stating whether or not to neither the best knowledge of Manager (1) there is a continuing default by thereunder nor Borrower or Operating Lessee Hotel Lessee, as applicable, is in default under any of the performance terms, covenants or observance provisions of any covenant, agreement or condition contained in the such Management Agreement and such Manager knows of no event which, but for the passage of time or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become constitute an event of default under such a defaultManagement Agreement, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating neither such Manager nor Borrower or Hotel Lessee, as applicable, has commenced any action or given or received any notice for the purpose of terminating such Management Agreement, (D) all sums due and payable to such Manager under such Management Agreement, have been paid in full, and (E) such other information matters as Lender Administrative Agent may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (viiiv) Upon Subject to the termination terms of any tri-party agreement or similar agreement then in effect to which Administrative Agent is a party and the applicable Management Agreement, if (A) any Manager shall become bankrupt or insolvent, or (B) a material default occurs under the applicable Management Agreement on the part of such Manager, after the expiration of any applicable notice and/or cure period, then Borrower shall, at the request of Administrative Agent, but subject to the limitations and restrictions of any Bankruptcy Action and the rights of any Manager under any Management Agreement, subject including any rights to Section 5.1(P)arbitrate or mediate a default, each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new terminate the Management Agreement and replace such Manager with a Qualified Manager pursuant to a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor management agreement approved of Lender, all upon terms and conditions acceptable to Lender in its discretionby Administrative Agent.

Management Agreements. From and after the Funding Date: (ia) Each Individual Collateral Property shall be is operated under the terms and conditions of the applicable Management Agreement. Each Borrower Operating Lessees (which term for purposes of the application of this section to the Union Square Hotel Management Agreement shall or mean each of FelCor Union Square Hotel and FelCor Union Square Lessee, to the extent each is a party thereto) shall cause the applicable Operating Lessee to (xi) pay all sums required to be paid by the owner applicable Operating Lessee under each the Management Agreement, (yii) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of each the Management Agreement Agreements on the part of the owner thereunder Operating Lessees to be performed, performed and observed and enforced to the end that all things shall be done which that are necessary to keep unimpaired the rights of said owner Operating Lessees under each the Management AgreementAgreements, and (ziii) promptly notify Lender Administrative Agent of the giving of any written notice by any Manager to any Borrower and/or Operating Lessee of any default by the owner such Operating Lessee in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder Operating Lessee to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender Administrative Agent a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the . Operating Lessees shall not surrender any Management Agreement, report regarding operations at consent to the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received assignment by any Borrower or Operating Lessee Manager of its interest under any a Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement Agreement, or modify, change, supplement, alter or amendamend any Management Agreement, in any material respect, any Management Agreement, either orally or in writingwriting without Administrative Agent’s prior written consent, and each Borrower which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that Borrowers shall be entitled to terminate or cancel any Management Agreement that is replaced with a Replacement Management Agreement with any Qualified Manager without the prior consent of Administrative Agent or any Lenders. Borrowers shall deliver notice of such termination or cancellation to Administrative Agent within five (5) Business Days of the occurrence thereof. Borrowers hereby assigns assign to Lender Administrative Agent for benefit of the Secured Parties as further security for the payment of the Indebtedness Obligations and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all the rights, privileges and prerogatives of each Borrower Borrowers to surrender any Management Agreement Agreement, or to terminate, cancel, modify, change, supplement, alter or amendamend such Management Agreement, in any material respect, any Management Agreement, and any such surrender of any such Management Agreement Agreements, or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement in any material respect, without the prior consent of Lender (which consent shall not be unreasonably withheld) Administrative Agent, shall be void and of no force and effect. Any such proposed modification, change, supplement, alteration or amendment of the Management Agreement 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 following language: “ADMINISTRATIVE AGENT’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 ADMINISTRATIVE AGENT” and the envelope containing the request must be marked “PRIORITY”, and (ii) Administrative Agent shall have failed to notify Borrowers of its approval or disapproval within such fifteen (15) Business Days following Administrative Agent’s receipt of Borrowers’ 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 Administrative Agent to reach a decision. In no event shall Administrative Agent be deemed under the preceding sentence to have approved (1) a surrender, termination or cancellation of the Management Agreement, (2) any change having a 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 shall deliver to such Borrower a reasonably detailed description of the reasons for any disapprovals under this Section 7.17. (iiib) If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond observed, after expiration of any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of provided in such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any such 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 such Management Agreement on the part of the owner Operating Lessee to be performed or observed to be promptly performed or observed on behalf of such Borrower, Operating Lessee to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from defaultdefault in all material respects. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender Administrative Agent and any person Person designated by Lender Administrative Agent by written notice to Borrowers shall have, and are hereby granted, the right to enter upon the applicable Individual Collateral Property at any time and from time to time for the purpose of taking any such action. If any Manager shall deliver to Lender Administrative Agent a copy of any notice sent to any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of the Management Agreement, such notice shall constitute full protection to Lender Administrative Agent for any action taken or omitted to be taken by Lender Administrative Agent pursuant to the terms of this Agreement or the Collateral Documents in good faith, in reliance thereon. (iv) Each Borrower shall (or shall cause the applicable . No Operating Lessee shall, and shall not permit any Manager to) , sub-contract all or any material portion of its management responsibilities under any Management Agreement to a third-party without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, delayed or conditioned. Operating Lessees shall request of Managers and deliver to Administrative Agent upon receipt such certificates of estoppel with respect to compliance by Operating Lessee with the terms of its respective Management Agreement as may be reasonably requested by Administrative Agent. Operating Lessees shall exercise each individual option, if any, to extend or renew the term of each its respective Management Agreement upon demand by Lender made at any time within ninety (90) days prior Agreements 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, and each Borrower Operating Lessee hereby expressly authorizes and appoints Lender as Administrative Agent its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do soOperating Lessee, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) . Any sums expended by Lender Administrative Agent pursuant to this Section paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to LenderAdministrative Agent, (ii) shall be deemed to constitute a portion of the IndebtednessObligations, (iii) shall be secured by the lien of the Mortgage Mortgages and the other Loan Documents Documents, and (iv) shall be immediately due and payable within two (2) Business Days after upon demand by Lender Administrative Agent therefor. (vic) Each Without limitation of the foregoing, the applicable Borrower shall, promptly upon request of LenderAdministrative Agent, but no more than two (2) times and in accordance with the provisions of the applicable Manager’s Consent and Subordination of Management Agreement, terminate any calendar year Management Agreement and replace the Manager thereunder, without penalty or fee payable by Borrowers, Administrative Agent or the Lenders, if at any time during the term of this Agreement, subject to clause (d) below, there exists an event of default by such Manager under the Loan applicable Management Agreement which continues beyond any applicable notice and cure periods. (unless d) Notwithstanding the foregoing, so long as (x) an no Event of Default has occurred exists and is continuing and no Material Adverse Effect and no Material Property Event (other than the Material Property Event caused by the referenced default or event of default under the applicable Management Agreement, so long as it has not terminated) shall have occurred and (y) the actions described below have been completed within one hundred twenty (120) days after the first date which Administrative Agent became entitled to act under Section 7.17(b) or Section 7.17(c)(ii). Administrative Agent shall not take any action under Section 7.17(b) or Section 7.17(c)(ii) with respect to any default or event of default under any Management Agreement, if: (i) either: (A) Manager has not delivered a notice of termination or otherwise sought to terminate the Management Agreement and Borrower and Manager are diligently prosecuting resolution of the substantive issues underlying the default or event of default in good faith and in a commercially reasonable manner; or (B) Manager has delivered a notice of termination or otherwise sought to terminate the Management Agreement but such termination is not yet effective, and: (x) the validity of such default or event of default is subject, in good faith, to dispute, by the applicable Borrower, (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, Borrower is in full force and effect and stating the modifications)process of diligently contesting such disputed default or event of default, and/or prosecuting the resolution of such default in a commercially reasonable manner, and (2z) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not in anticipation of such possible termination, Borrower: 1. promptly engages a new Qualified Manager prior to the best knowledge effective date of such termination; and 2. provides a management agreement for such new Qualified Manager to Administrative Agent (1and if required by Section 7.17(a) there is a continuing default by Borrower or Operating Lessee in above, the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2Required Lenders) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, for review and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P)7.17(a) above and the definition of “Replacement Management Agreement”, each consent and approval at least fifteen (15) days before the effective date of such termination; and (ii) such Borrower shall delivers to Administrative Agent promptly (and in any event within five (5) Business Days of Borrower’s receipt thereof) copies of all notices and material correspondence sent and/or received by the applicable Borrower with respect to such default or shall cause Operating Lessee toevent of default; and (iii) promptly enter into a new the proposed Replacement Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor be effective not later than the date of Lender, all upon terms and conditions acceptable to Lender in its discretiontermination of the Management Agreement.

Management Agreements. (i) Each Individual Property shall be operated under From and after the terms and conditions of the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Commencement Date, Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of enter into any Management Agreement without the prior consent written approval of Lender (Lessor, in each instance, which consent approval shall not be unreasonably withheld. Lessee shall not, without the prior written approval of Lessor, in each instance, which approval shall not be unreasonably withheld, agree to or allow: (a) any change in the Manager or change in the ownership or control of the Manager, (b) any change in the Management Agreement, (c) the termination of any Management Agreement (other than in connection with the exercise by Lessee of any of its remedies under any Management Agreement as a result of any default by any Manager thereunder), (d) any assignment by the Manager of its interest under the Management Agreement or (e) any material amendment of the Management Agreement. In addition, Lessee shall, at its sole cost and expense, promptly and fully perform or cause to be performed every covenant, condition, promise and obligation of the licensed operator of the Leased Property under any Management Agreement. Notwithstanding the foregoing, in the event that Lessee enters into any Management Agreement with an Affiliate of Lessee, Lessor shall consent to the execution and delivery of such Management Agreement provided, that, concurrently with the execution and delivery of such Management Agreement, the Affiliated Party Subordination Agreement is amended so as to add as a party thereto the applicable Affiliate of Lessee that is to be the Manager (so that the payments to be made under such Management Agreement are fully subordinated to the Lease Obligations). Each Management Agreement shall provide that Lessor shall be void and provided notice of no force and effect. (iii) If any Borrower or Operating defaults thereunder and, at Lessor's option, an opportunity to cure such default. Lessee shall furnish to Lessor, within three (3) days after receipt thereof, or after the mailing or service thereof by Lessee, as the case may be, a copy of each notice of default which Lessee shall give to, or receive from any Person, based upon the occurrence, or alleged occurrence, of any default in the performance or observance of any material termcovenant, covenant condition, promise or condition of obligation under any Management Agreement Agreement. Whenever and as often as Lessee shall fail to perform, promptly and fully, at its sole cost and expense, any covenant, condition, promise or obligation on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms licensed operator of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, Leased Property under and without waiving or releasing any Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, pursuant 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 such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower Lessor, or Operating Lessee is not contesting said default in good faith in accordance with the terms a lawfully appointed receiver of the Management AgreementLeased Property, such notice shall constitute full protection to Lender for may, at their respective options (and without any action taken or omitted to be taken by Lender in good faith, in reliance thereon. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail obligation to do so), which power after five (5) days' prior notice to Lessee (except in the case of attorney shall be irrevocable an emergency) enter upon the Leased Property and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lenderperform, shall be deemed to constitute a portion of the Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager performed, such work, labor, services, acts or things, and take such other steps and do such other acts as they may deem advisable, to cure such defaulted covenant, condition, promise or obligation, and any amount so paid or advanced by Lessor or such receiver and all costs and expenses reasonably incurred in connection therewith (A) certifying (1) that the Management Agreement is unmodified including, without limitation, attorneys' fees and in full force expenses and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modificationscourt costs), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether shall be a demand obligation of Lessee to Lessor or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a defaultreceiver, and, if so, specifying each Lessor shall have the same rights and remedies for failure to pay such default or occurrence of which Manager may have knowledge; and (C) stating such costs on demand as for Lessee's failure to pay any other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lendersums due hereunder. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.

Management Agreements. (ia) Each Individual The Improvements on the Property shall be are operated under the terms and conditions of the applicable Management AgreementAgreements. Each In no event shall the management fees under (i) the Asset Management Agreement exceed five (5%) of the gross income derived from the Property and (ii) the Property Management Agreement exceed twenty percent (20%) of the gross income derived from the Property. Borrower shall or shall cause the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (yi) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of each the Management Agreement Agreements, on the part of the owner thereunder 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 said owner Borrower under each the Management Agreement, Agreements and (zii) promptly notify Lender of the giving of any written notice by either Manager to any Borrower and/or Operating Lessee of any default by the owner Borrower in the performance or observance of any of the terms, covenants or conditions of any either Management Agreement on the part of the owner thereunder Borrower to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the . Borrower shall not surrender either Management Agreement, report regarding operations at consent to the related Individual Property, estimates assignment by either Manager of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee its interest under any either Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any either Management Agreement Agreement, or modify, change, supplement, alter or amendamend either Management Agreement, in any material respect, any Management Agreement, either orally or in writing, and each . Borrower hereby assigns to Lender as further security for the payment of the Indebtedness Debt and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all the rights, privileges and prerogatives of each Borrower to surrender any either Management Agreement Agreement, or to terminate, cancel, modify, change, supplement, alter or amendamend either Management Agreement, in any material respect, any Management Agreement, and any such surrender of any either Management Agreement Agreement, or termination, cancellation, modification, change, supplement, alteration or amendment of any either Management Agreement Agreement, without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) . If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any either Management Agreement on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreementobserved, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any 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 such the Management Agreement Agreements on the part of the owner Borrower to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such the Management Agreement Agreements shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, 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 either Manager shall deliver to Lender a copy of any notice sent to any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of the either 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. (iv) Each . Borrower shall (not, and shall not permit either Manager to, sub-contract any or all of its management responsibilities under either Management Agreement to a third- party without the prior written consent of Lender, which consent shall cause not be unreasonably withheld. Borrower shall, from time to time, obtain from either Manager such certificates of estoppel with respect to compliance by Borrower with the applicable Operating Lessee to) terms of either Management Agreement as may be requested by Xxxxxx. Borrower shall exercise each individual option, if any, to extend or renew the term of each either Management Agreement upon demand by Lender Xxxxxx made at any time within ninety one (901) days prior to year of the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do soBorrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) . Any sums expended by Lender pursuant to this Section 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 IndebtednessDebt, (iii) shall be secured by the lien of the Mortgage Security Instrument and the other Loan Documents and (iv) shall be immediately due and payable within two (2) Business Days after upon demand by Lender therefor. (vib) Each Borrower shallBorrower, promptly upon the request of Lender, but no more than two shall (i) if a Manager is managing the Property, terminate either Management Agreement and replace such Manager or request, without penalty or fee, if at any time during the Loan: (1) such Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing continues, or (y3) a default occurred and continues by such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the either Management Agreement or (ii) if Borrower is self-managing the Operating LeaseProperty or at any time during the Loan an Event of Default has occurred and continues, or (2) there shall have occurred any event that, with retain a Qualified Manager to manage the giving of notice or passage of Property. At such time or both, would become such a default, and, if so, specifying each such default or occurrence of which as either Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement be removed or Xxxxxxxx’s self-management of the Property has ceased, a Qualified Manager shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon assume management of the termination of any Property pursuant to a Replacement Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.

Management Agreements. (i) Each Individual Property shall be operated under From and after the terms and conditions of Commencement Date, the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of enter into any Management Agreement without the prior consent written approval of Lender (the Lessor, in each instance, which consent approval shall not be unreasonably withheld) shall be void and of no force and effect. (iii) If any Borrower or Operating . The Lessee shall default in not, without the performance or observance of any material term, covenant or condition of any Management Agreement on the part prior written approval of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any 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 such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faithLessor, in reliance thereon. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do soinstance, which power of attorney approval shall not be irrevocable and shall be deemed unreasonably withheld, agree to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager allow (A) certifying (1any change in any Manager or any change in the ownership or control of any Manager except as otherwise permitted by the provisions of Sections 16.1(h)(vi) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications16.1(i), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(PAgreement (other than in connection with the exercise by the Lessee of any of its remedies under the Management Agreement as a result of any default by the Manager thereunder), each Borrower shall (C) any assignment by any Manager of its interest under any Management Agreement or shall (D) any material amendment of any Management Agreement. In addition, the Lessee shall, at its sole cost and expense, promptly and fully perform or cause Operating to be performed every covenant, condition, promise and obligation of the licensed operator of the Leased Property under any Management Agreement. Notwithstanding the foregoing, in the event that the Lessee to) promptly enter enters into a new any Management Agreement with an Affiliate of the Lessee, the Lessor shall consent to the execution and delivery of such Management Agreement, provided, that, concurrently with the execution and delivery of such Management Agreement, the Affiliated Party Subordination Agreement and the Environmental Indemnity Agreement are amended so as to add as a replacement Managerparty thereto the applicable Affiliate of the Lessee that is to be the Manager (so that, among other thngs, the payments to be made under such Management Agreement are fully subordinated to the Lease Obligations). Each Management Agreement shall provide that the Lessor shall be provided notice of any defaults thereunder and, at the Lessor's option, an oppportunity to cure such default. The Lessee shall furnish to the Lessor, within three (3) days after receipt thereof, or after the mailing or serive thereof by the Lessee, as the case may be, a copy of each notice of defualt which the Lessee shall deliver a comfort give to, or similar letter and/or a Manager’s Subordination to and recieve from any Person, based upon the occurrence, or alleged occurrence, of any default in favor the performance of Lenderany covenant, all upon terms and conditions acceptable to Lender in its discretioncondition, promise or obligation under any Management Agreement.

Management Agreements. (i) Each Individual Property shall be operated under the terms and conditions of the applicable Management Agreement. Each Borrower shall shall, or shall cause the applicable Operating Lessee to Mortgage Borrower or Hotel Lessee, as applicable, to: (xA) pay promptly perform and/or observe, in all sums required to be paid by the owner under each Management Agreementmaterial respects, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder agreements required to be performed and observed (which by Mortgage Borrower or Operating Hotel Lessee may contest in accordance with the terms under each Management Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (B) promptly notify Administrative Agent of the any material default under any Management Agreement) and deliver to Lender a true copy Agreement of each such noticewhich Borrower, and Hotel Lessee or Mortgage Borrower is aware; (aaC) promptly deliver to Lender Administrative Agent a copy of each material financial statement, business plan, capital expenditure expenditures plan, notice of a default under the Management Agreementnotice, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case estimate received by any Borrower or Operating Lessee it under any Management Agreement, including any material notice that Mortgage Borrower or Hotel Lessee is required to undertake any capital improvements; and (D) enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by Manager under each Management Agreement, in a commercially reasonable manner. If any Management Agreement expires or is terminated (without limiting any obligation of Borrower, if any, to obtain Administrative Agent’s consent to any termination prior to the expiration of the applicable term or modification of the applicable Management Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower or Hotel Lessee, as applicable, to promptly enter into a replacement Management Agreement with Manager or another Qualified Manager, as applicable. (ii) No If Mortgage Borrower or Hotel Lessee shall be in default (and shall not cause beyond the expiration of any applicable notice or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender cure periods thereunder) under any Management Agreement or terminate or cancel any replacement Management Agreement entered into by Mortgage Borrower or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns Hotel Lessee pursuant to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants terms and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower hereof which could reasonably be expected to surrender any Management Agreement or allow Manager to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any terminate such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any Borrower or from any of its obligations hereunderunder the Loan Documents, Lender but subject to the terms of any comfort letter, tri-party agreement or similar agreement then in effect and to which Administrative Agent is a party, 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 such Management Agreement on the part of the owner Mortgage Borrower or Hotel Lessee to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from defaultobserved. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender Administrative Agent and any person Person designated by Lender Administrative Agent 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 the Manager shall deliver to Lender Administrative Agent a copy of any written notice sent to any Mortgage Borrower and/or Operating or Hotel Lessee of any concerning a default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of the Management Agreement, such notice shall constitute full protection to Lender Administrative Agent and its designees for any action taken or omitted to be taken by Lender thereby in good faith, in reliance thereon. (iv. Any sums expended by Administrative Agent pursuant to this Section 7.1.20(a) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to constitute a portion of the Debt, shall be coupled with an interest. (v) Any sums expended secured by Lender pursuant to this Section the Lien of the Pledge Agreement and the other Loan Documents, shall be immediately due and payable upon demand by Administrative Agent therefor and shall bear interest at the Default Rate from the date such cost is incurred so demanded to the date of payment to Lender, shall be deemed to constitute a portion of the Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender thereforAdministrative Agent. (viiii) Each Borrower shall, shall promptly upon written request of Lender, Administrative Agent (but no not more than two (2) times twice in any calendar year during the term of the Loan twelve (12) month period, unless (x) an Event of Default has occurred exists, in which case the foregoing limitation shall not apply), cause Mortgage Borrower and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) Hotel Lessee to use its diligent best commercially reasonable efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager stating that (A) certifying (1) that the each Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications)has not been modified, and (2) the date through which the management fees due under the Management Agreement have been paid; amended or assigned, (B) stating whether or not to neither the best knowledge of Manager (1) there is a continuing default by thereunder nor Mortgage Borrower or Operating Lessee Hotel Lessee, as applicable, is in default under any of the performance terms, covenants or observance provisions of any covenant, agreement or condition contained in the such Management Agreement and such Manager knows of no event which, but for the passage of time or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become constitute an event of default under such a defaultManagement Agreement, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating neither such Manager nor Mortgage Borrower or Hotel Lessee, as applicable, has commenced any action or given or received any notice for the purpose of terminating such Management Agreement, (D) all sums due and payable to such Manager under such Management Agreement, have been paid in full, and (E) such other information matters as Lender Administrative Agent may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (viiiv) Upon Subject to the termination terms of any tri-party agreement or similar agreement then in effect to which Administrative Agent is a party and the applicable Management Agreement, if (A) any Manager shall become bankrupt or insolvent, or (B) a material default occurs under the applicable Management Agreement on the part of such Manager, after the expiration of any applicable notice and/or cure period, then Borrower shall, at the request of Administrative Agent, but subject to the limitations and restrictions of any Bankruptcy Action and the rights of any Manager under any Management Agreement, subject including any rights to Section 5.1(P)arbitrate or mediate a default, each cause Mortgage Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Hotel Lessee, as applicable, to terminate the Management Agreement and replace such Manager with a Qualified Manager pursuant to a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor management agreement approved of Lender, all upon terms and conditions acceptable to Lender in its discretionby Administrative Agent.

Management Agreements. (ia) Each Individual Property shall be If the Improvements are operated under the terms and conditions of that certain management agreement dated ________ between Borrower and ________ (the applicable "Manager"), (hereinafter, together with any renewals or replacements thereof, being referred to as the "Management Agreement"), which Management Agreement has been approved by Lender. Each Borrower shall or shall cause the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (yi) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of each the Management Agreement on the part of the owner thereunder 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 said owner Borrower under each the Management Agreement, Agreement and (zii) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner Borrower in the performance or observance of any of the terms, covenants or conditions of any the Management Agreement on the part of the owner thereunder Borrower to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice. Borrower shall not surrender the Management Agreement, and (aa) promptly deliver consent to Lender a copy the assignment by the Manager of each financial statement, business plan, capital expenditure plan, notice of a default its interest under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any the Management Agreement or modify, change, supplement, alter or amendamend the Management Agreement, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness Debt and for the performance and observance of the terms, covenants and conditions of this Loan AgreementSecurity Instrument, any and all the rights, privileges and prerogatives of each Borrower to surrender any the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, amend the Management Agreement in any material respect, any Management Agreement, and any such surrender of any the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any the Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) . If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any the Management Agreement on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreementobserved, then, without limiting the generality of the other provisions of this AgreementSecurity Instrument, and without waiving or releasing any 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 such the Management Agreement on the part of the owner Borrower to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such the Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 the Manager under the Management Agreement shall deliver to Lender a copy of any notice sent to any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of 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. (iv) Each . Borrower shall notify Lender if the Manager sub-contracts to a third party or an Affiliate (hereinafter defined) any or all of its management responsibilities under the Management Agreement. 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 cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each the Management Agreement upon demand by Lender made at any time within ninety one (901) days prior to year of the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do soBorrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) . Any sums expended by Lender pursuant to this Section paragraph shall bear interest at the Default Rate (hereinafter defined) from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the IndebtednessDebt, shall be secured by the lien of the Mortgage this Security Instrument and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after upon demand by Lender therefor. (vib) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term Without limitation of the Loan foregoing, if (unless i) the Manager shall become insolvent, or (xii) an a Default or Event of Default has occurred shall occur and be continuing, then Lender, at its option, may require Borrower to engage a bona-fide, independent third party management agent approved by Lender in its sole discretion (the "New Manager") to manage the Property. The New Manager shall be engaged by Borrower pursuant to a written management agreement that complies with the terms hereof and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable otherwise satisfactory to Lender in its discretionall respects.

Management Agreements. (ia) Each Individual Collateral Property shall be is operated under the terms and conditions of the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Lessee to shall (x) pay all sums required to be paid by the owner under each Management Agreement, (yi) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of each the Management Agreement Agreements on the part of the owner thereunder such 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 said owner such Operating Lessee under each the Management Agreement, Agreements and (zii) promptly notify Lender Administrative Agent and the Lenders of the giving of any written notice by any Manager to any Borrower and/or such Operating Lessee of any default by the owner Operating Lessee in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder Operating Lessee to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender Administrative Agent a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the . No Operating Lessee shall surrender any Management Agreement, report regarding operations at consent to the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received assignment by any Borrower or Operating Lessee Manager of its interest under any a Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement Agreement, or modify, change, supplement, alter or amendamend any Management Agreement, in any material respect, any Management Agreement, either orally or in writingwriting without Required Lenders' prior written consent; provided, however, that Borrowers shall be entitled to terminate or cancel (i) the Myrtle Beach Golf Course Management Agreement or (ii) any other Management Agreement that is replaced with a Replacement Management Agreement with any Qualified Manager, in either case without the prior consent of the Administrative Agent or any Lenders. Borrowers shall deliver notice of such termination or cancellation to the Administrative Agent and each Borrower the Lenders within five (5) Business Days of the occurrence thereof. Borrowers hereby assigns assign to Lender Administrative Agent for benefit of the Secured Parties as further security for the payment of the Indebtedness Obligations and for the performance and observance of the terms, covenants and conditions of this Agreement and the other Loan AgreementDocuments, any and all the rights, privileges and prerogatives of each Borrower Borrowers to surrender any Management Agreement Agreement, or to terminate, cancel, modify, change, supplement, alter or amendamend such Management Agreements, in any material respect, any Management Agreement, and any such surrender of any such Management Agreement Agreements, or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement (other than the Myrtle Beach Golf Course Management Agreement) in any material respect, without the prior consent of Lender (which consent shall not be unreasonably withheld) Administrative Agent and Required Lenders, shall be void and of no force and effect. Any such proposed modification, change, supplement, alteration or amendment of the Management Agreement submitted to Administrative Agent and the 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 approval or disapproval within such fifteen (15) Business Days following Administrative Agent's and the Lenders' receipt of Borrowers' 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 Administrative Agent or the Lenders to reach a decision. In no event shall Administrative Agent or the Required Lenders be deemed to have approved (1) a surrender, termination or cancellation of the Management Agreement, (2) any change having a 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 Borrower a reasonably detailed description of the reasons for any disapprovals under this Section 7.17. (iiib) If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of the Borrower or each Operating Lessee thereunder to be performed or observed beyond observed, after expiration of any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of provided in such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any such 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 such Management Agreement on the part of the owner such Operating Lessee to be performed or observed to be promptly performed or observed on behalf of such Borrower, Operating Lessee to the end that the rights of said Borrower and/or such Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from defaultdefault in all material respects. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender Administrative Agent and any person Person designated by Lender Administrative Agent by written notice to Borrowers shall have, and are hereby granted, the right to enter upon the applicable Individual Collateral Property at any time and from time to time for the purpose of taking any such action. If any Manager shall deliver to Lender Administrative Agent a copy of any notice sent to any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of the Management Agreement, such notice shall constitute full protection to Lender Administrative Agent for any action taken or omitted to be taken by Lender Administrative Agent in good faith, in reliance thereon. (iv) Each Borrower shall (or shall cause the applicable . No Operating Lessee shall, nor shall it permit any Manager to) , sub-contract all or any material portion of its management responsibilities under any Management Agreement to a third-party without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, delayed or conditioned. Each Operating Lessee shall request of Managers and deliver to Administrative Agent upon receipt such certificates of estoppel with respect to compliance by such Operating Lessee with the terms of its respective Management Agreement as may be reasonably requested by Administrative Agent. Each Operating Lessee shall exercise each individual option, if any, to extend or renew the term of each its respective Management Agreement upon demand by Lender made at any time within ninety (90) days prior Agreements 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, and each Borrower Operating Lessee hereby expressly authorizes and appoints Lender as Administrative Agent its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do soOperating Lessee, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) . Any sums expended by Lender Administrative Agent pursuant to this Section paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to LenderAdministrative Agent, (ii) shall be deemed to constitute a portion of the IndebtednessObligations, (iii) shall be secured by the lien of the Mortgage Mortgages and the other Loan Documents and (iv) shall be immediately due and payable within two (2) Business Days after upon demand by Lender Administrative Agent therefor. (vic) Each Without limitation of the foregoing, the applicable Borrower shall, promptly upon request of LenderAdministrative Agent or the Required Lenders, but no more than two (2) times and in accordance with the provisions of the applicable assignment of Management Agreement, terminate any calendar year Management Agreement and replace the Manager thereunder, without penalty or fee payable by Borrowers, Administrative Agent or Lenders, if at any time during the term of this Agreement: (i) such Manager shall become insolvent or a debtor in bankruptcy or insolvency proceeding or (ii) there exists an event of default by such Manager under the Loan applicable Management Agreement which continues beyond any applicable cure period, except that the requirements of this Section 7.17(c)(ii) shall not apply in the event each and all of the following conditions shall be satisfied (unless 1) the applicable Borrower shall be diligently prosecuting the resolution of such default in a commercially reasonable manner, (x2) an Administrative Agent and the Lenders shall receive copies of all notices and correspondence sent and/or received by the applicable Borrower with respect to such default, (3) no Event of Default has occurred exists and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (24) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether no Material Adverse Effect or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there Material Property Event shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lenderoccurred. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.

Management Agreements. (ia) Each Individual Collateral Property shall be is operated under the terms and conditions of the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Lessee to shall (x) pay all sums required to be paid by the owner under each Management Agreement, (yi) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of each the Management Agreement Agreements on the part of the owner thereunder such 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 said owner such Operating Lessee under each the Management Agreement, Agreements and (zii) promptly notify Lender Administrative Agent and the Lenders of the giving of any written notice by any Manager to any Borrower and/or such Operating Lessee of any default by the owner Operating Lessee in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder Operating Lessee to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender Administrative Agent a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the . No Operating Lessee shall surrender any Management Agreement, report regarding operations at consent to the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received assignment by any Borrower or Operating Lessee Manager of its interest under any a Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement Agreement, or modify, change, supplement, alter or amendamend any Management Agreement, in any material respect, any Management Agreement, either orally or in writingwriting without Required Lenders' prior written consent; provided, however, that Borrowers shall be entitled to terminate or cancel any Management Agreement that is replaced with a Replacement Management Agreement with any Qualified Manager without the prior consent of Administrative Agent or any Lenders. Borrowers shall deliver notice of such termination or cancellation to Administrative Agent and each Borrower the Lenders within five (5) Business Days of the occurrence thereof. Borrowers hereby assigns assign to Lender Administrative Agent for benefit of the Secured Parties as further security for the payment of the Indebtedness Obligations and for the performance and observance of the terms, covenants and conditions of this Agreement and the other Loan AgreementDocuments, any and all the rights, privileges and prerogatives of each Borrower Borrowers to surrender any Management Agreement Agreement, or to terminate, cancel, modify, change, supplement, alter or amendamend such Management Agreements, in any material respect, any Management Agreement, and any such surrender of any such Management Agreement Agreements, or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement in any material respect, without the prior consent of Lender (which consent shall not be unreasonably withheld) Administrative Agent and Required Lenders, shall be void and of no force and effect. Any such proposed modification, change, supplement, alteration or amendment of the Management Agreement submitted to Administrative Agent and the 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 approval or disapproval within such fifteen (15) Business Days following Administrative Agent's and the Lenders' receipt of Borrowers' 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 Administrative Agent or the Lenders to reach a decision. In no event shall Administrative Agent or the Required Lenders be deemed to have approved (1) a surrender, termination or cancellation of the Management Agreement, (2) any change having a 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 Borrower a reasonably detailed description of the reasons for any disapprovals under this Section 7.17. (iiib) If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of the Borrower or each Operating Lessee thereunder to be performed or observed beyond observed, after expiration of any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of provided in such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any such 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 such Management Agreement on the part of the owner such Operating Lessee to be performed or observed to be promptly performed or observed on behalf of such Borrower, Operating Lessee to the end that the rights of said Borrower and/or such Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from defaultdefault in all material respects. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender Administrative Agent and any person Person designated by Lender Administrative Agent by written notice to Borrowers shall have, and are hereby granted, the right to enter upon the applicable Individual Collateral Property at any time and from time to time for the purpose of taking any such action. If any Manager shall deliver to Lender Administrative Agent a copy of any notice sent to any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of the Management Agreement, such notice shall constitute full protection to Lender Administrative Agent for any action taken or omitted to be taken by Lender Administrative Agent pursuant to the terms of this Agreement or the other Collateral Documents in good faith, in reliance thereon. (iv) Each Borrower shall (or shall cause the applicable . No Operating Lessee shall, nor shall it permit any Manager to) , sub-contract all or any material portion of its management responsibilities under any Management Agreement to a third-party without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, delayed or conditioned. Each Operating Lessee shall request of Managers and deliver to Administrative Agent upon receipt such certificates of estoppel with respect to compliance by such Operating Lessee with the terms of its respective Management Agreement as may be reasonably requested by Administrative Agent. Each Operating Lessee shall exercise each individual option, if any, to extend or renew the term of each its respective Management Agreement upon demand by Lender made at any time within ninety (90) days prior Agreements 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, and each Borrower Operating Lessee hereby expressly authorizes and appoints Lender as Administrative Agent its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do soOperating Lessee, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) . Any sums expended by Lender Administrative Agent pursuant to this Section 7.17 shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to LenderAdministrative Agent, (ii) shall be deemed to constitute a portion of the IndebtednessObligations, (iii) shall be secured by the lien of the Mortgage Mortgages and the other Loan Documents and (iv) shall be immediately due and payable within two (2) Business Days after upon demand by Lender Administrative Agent therefor. (vic) Each Without limitation of the foregoing, the applicable Borrower shall, promptly upon request of LenderAdministrative Agent or the Required Lenders, but no more than two (2) times and in accordance with the provisions of the applicable assignment of Management Agreement, terminate any calendar year Management Agreement and replace the Manager thereunder, without penalty or fee payable by Borrowers, Administrative Agent or the Lenders, if at any time during the term of this Agreement: (i) such Manager shall become insolvent or a debtor in bankruptcy or insolvency proceeding or (ii) subject to clause (d) below, there exists an event of default by such Manager under the Loan applicable Management Agreement which continues beyond any applicable cure period. (unless (xd) an Notwithstanding the foregoing, so long as no Event of Default has occurred exists and is continuing and no Material Adverse Effect and no Material Property Event (other than the Material Property Event caused by the referenced default or event of default under the applicable Management Agreement, so long as it has not terminated) shall have occurred, Administrative Agent shall not take any action under Section 7.17(b) or (yc)(ii) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts respect to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence event of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of default under any Management Agreement, subject if: (A) either: (1) Manager has not delivered a notice of termination or otherwise sought to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new terminate the Management Agreement with a replacement Manager, which shall deliver a comfort and Borrower and Manager are diligently prosecuting resolution of the substantive issues underlying the default or similar letter and/or a Manager’s Subordination to event of default in good faith and in favor a commercially reasonable manner; or (2) Manager has delivered a notice of Lendertermination or otherwise sought to terminate the Management Agreement but such termination is not yet effective, all upon terms and conditions acceptable to Lender in its discretion.and:

Management Agreements. (i) Each Individual Property shall be operated under the terms Borrower and conditions of the applicable Management Agreement. Each Borrower Leasehold Pledgor shall or shall cause the applicable Owner and Operating Lessee to (xi) pay use commercially reasonable efforts to cause Manager to manage the Properties in accordance with the applicable Management Agreement and in accordance with all sums required to be paid by the owner under each Management Agreementapplicable Legal Requirements, (yii) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of each of the Management Agreement Agreements on the part of the owner thereunder Owner and/or Operating Lessee to be performed, observed performed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreementobserved, (ziii) promptly notify (or cause Owner or Operating Lessee to notify) Lender of any material default (after the giving expiration of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of applicable cure periods) under any Management Agreement on of which it is aware, (iv) in the part event of and upon Lender’s reasonable request from time to time, promptly deliver (or cause Owner or Operating Lessee to deliver) to Lender a copy of any financial statements, business plans, capital expenditures plans, reports and estimates received by it under the Management Agreements that are so requested by Lender, and (v) promptly enforce the performance and observance of all of the owner thereunder covenants required to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default by Manager under the Management AgreementAgreements. Subject at all times to the rights of Mortgage Lender under the Mortgage Loan Documents and Mezzanine A Lender under the Mezzanine A Loan Documents, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) If any Borrower if Owner or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of the Borrower Owner or Operating Lessee thereunder Lessee, as applicable, to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee such default is not contesting the validity cured within thirty (30) days of such default in good faith in accordance with the terms written notice from Lender (or if an Event of the Management AgreementDefault exists), 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 any Borrower or Leasehold Pledgor from any of its obligations hereunderObligations hereunder or under the Management Agreements, 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 such the Management Agreement Agreements on the part of the owner Owner or Operating Lessee, as applicable, to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from defaultobserved. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management -103- Mezzanine B Loan Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of 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. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.

Management Agreements. (i) Each In the event that any Individual Property is or becomes subject to a Management Agreement with a Person that is not an "affiliate" (as defined in the applicable Operating Lease) of the applicable Operating Lessee, Lender shall be operated under have the terms right to reasonably approve such Manager in advance (and conditions of any replacement Manager) and the applicable Management Agreement. Each Borrower shall or shall cause The fee due under any Management Agreement, and the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under terms and provisions of each Management Agreement, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary subordinate to keep unimpaired this Agreement and the rights of said owner under applicable Mortgage, and each Manager shall agree to attorn to Lender. Borrower shall not terminate, cancel, modify, renew or extend any Management Agreement, (z) promptly notify Lender or enter into any agreement relating to the management or operation of the giving Properties without the express written consent of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender delayed or conditioned; provided, however, after a Securitization, with -------- ------- respect to a new Manager such consent may be conditioned upon Borrower delivering evidence in writing from the applicable Rating Agencies to the effect that such new Manager will not result in a downgrade, withdrawal or qualification of the respective ratings then in effect for any Securities issued in connection with a Securitization. If at any time Lender consents to the appointment of a new Manager, such new Manager and Borrower or the Operating Lessee, as applicable, shall, as a condition of Lender's consent, execute a Manager's Consent and Subordination of Management Agreement or terminate or cancel any substantially in the form attached hereto as Schedule X (as such form may be amended by ---------- Lender consistent with prudent underwriting standards). Each Management Agreement (and any amendments or modifymodifications thereto) must provide that (i) upon a termination of the related Operating Lease or a termination of Borrower's or Operating Lessee's right to possession of the applicable Individual Property for any reason, changesuch Management Agreement may be terminated by Lender without liability for any payment due or to become due to the Manager thereunder, supplement, alter or amend, in (ii) any material respect, any Management Agreement, either orally or in writingmanagement fees shall be subordinated to payments of Rent thereunder, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) If any in the event Borrower or Operating Lessee Lessee, as applicable, is in default, such Manager shall, at the election of Lender and provided that such Manager continues to be paid, continue to perform under the terms of the Management Agreement for a period not to exceed ninety (90) days. No fees or other amounts payable to Borrower by Manager under such Management Agreements shall default excuse Borrower from its obligations to pay Rent and other amounts to the Bank (as defined in the performance or observance of Cash Management Agreement) to be held and applied in accordance with the Cash Management Agreement. To the extent that there is no Operating Lessee and Borrower directly enters into a management agreement, it shall also provide that (i) if at any material term, covenant or condition of any Management Agreement on time under the part term of the Loan the property manager becomes insolvent or a debtor in any bankruptcy or insolvency proceeding or (ii) Borrower or Operating Lessee thereunder to be performed or observed is in default beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting under the validity of such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any Borrower from any of its obligations hereunderLoan, Lender shall have may terminate and remove the right, but shall be under no obligation, property manager and replace the manager with a manager acceptable 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 such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any person designated by Lender Rating Agencies in their sole discretion; such manger 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 receive a copy of any notice sent to any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of 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. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the property management fees due under the Management Agreement have been paid; (B) stating whether or fee not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lenderexceed then current market rates. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.

Management Agreements. (i) Each Individual Property From and after the date hereof, neither the Borrower nor any Lessee shall be operated under the terms and conditions of the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of enter into any Management Agreement on without the part prior written consent of the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by instance, which consent will not be unreasonably withheld. There shall be no change in the ownership or control (directly or indirectly) of any Borrower or Operating Lessee Manager under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), Agreement without the prior written consent of the Lender (Lender, in each instance, which consent shall not be unreasonably withheld). The Borrower and any Lessee shall, surrender at their sole cost and expense, promptly and fully perform or cause to be performed every covenant, condition, promise and obligation of the owner of the Mortgaged Property or such Lessee under any Management Agreement. The Borrower shall deliver or cause to be delivered to the Lender a true and correct copy of each Management Agreement and any amendment of any Management Agreement within ten (10) days after the execution thereof. Neither the Borrower nor any Lessee shall cancel (other than in connection with the exercise by the Borrower or terminate or cancel the Lessee of any of its remedies under the Management Agreement as a result of any default by the Manager thereunder), transfer or modify, change, supplement, alter assign or amend, in any material respect, any Management Agreement, either orally Agreement or consent to the cancellation (other than in writing, and each connection with the exercise by the Borrower hereby assigns to Lender as further security for or the payment Lessee of any of its remedies under the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender as a result of any Management Agreement default by the Manager thereunder), transfer or termination, cancellation, modification, change, supplement, alteration assignment or material amendment of any Management Agreement by any party thereto, without the prior written consent of Lender (the Lender, in each instance, which consent shall not be unreasonably withheld) . Each Management Agreement shall provide that the Lender shall be void and provided notice of no force and effect. (iii) If any defaults thereunder and, at the Lender's option, an opportunity to cure such default. The Borrower or Operating any Lessee shall furnish to the Lender, within three (3) days after receipt thereof, or after the mailing or service thereof by the Borrower or any Lessee, as the case may be, a copy of each notice of default which the Borrower or any Lessee shall give to, or receive from any Person, based upon the occurrence, or alleged occurrence, of any default in the performance or observance of any material termcovenant, covenant condition, promise or condition of obligation under any Management Agreement on the part of Agreement. Whenever and as often as the Borrower or Operating any Lessee thereunder shall fail to be performed perform, promptly and fully, at their sole cost and expense, any covenant, condition, promise or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any 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 such Management Agreement obligation on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness Mortgaged Property or a Lessee thereof under and Borrower shall immediately repay such amounts pursuant to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower the Lender, or Operating Lessee is not contesting said default in good faith in accordance with the terms a lawfully appointed receiver of the Management AgreementMortgaged Property, such notice shall constitute full protection to Lender for may, at their respective options (and without any action taken or omitted to be taken by Lender in good faith, in reliance thereon. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail obligation to do so), which power after five (5) days' prior notice to the Borrower (except in the case of attorney shall be irrevocable an emergency) enter upon the Mortgaged Property and shall be deemed perform, or cause to be coupled with an interest. performed, such work, labor, services, acts or things, and take such other steps and do such other acts as they may deem advisable, to cure such defaulted covenant, condition, promise or obligation, and any amount so paid or advanced by the Lender or such receiver and all costs and expenses reasonably incurred in connection therewith (v) Any sums expended by Lender pursuant to this Section shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lenderincluding, without limitation, attorneys' fees and expenses and court costs), shall be deemed to constitute a portion demand obligation of the IndebtednessBorrower to the Lender or such receiver, and, to the extent permitted by applicable law, shall be added to the Loan Obligations and shall be secured by the lien of Liens created by the Mortgage and the other Loan Documents as fully and shall be immediately due effectively and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, same priority as every other obligation thereunder and, if sonot paid within ten (10) days after demand, specifying each such default or occurrence shall thereafter, to the extent permitted under applicable law, bear interest at the Advances Rate until the date of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lenderpayment. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.

Management Agreements. (i) Each Individual Property shall be operated under From and after the terms and conditions of Commencement Date, the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of enter into any Management Agreement without the prior consent written approval of Lender the Lessor and the Fee Mortgagee (to the extent that any such approval from any Fee Mortgagee is required under any Fee Mortgage Loan Documents), in each instance, which consent approval from the Lessor shall not be unreasonably withheld) shall be void and ; provided, however, that, subject to the terms of no force and effect. (iii) If any Borrower or Operating applicable Fee Mortgage Loan Documents, the Lessee may enter into a Management Agreement with an Affiliate of the Lessee without the approval of the Lessor. The Lessee shall default not, without the prior written approval of the Lessor and any Fee Mortgagee (to the extent that any such consent from any Fee Mortgagee is required under any Fee Mortgage Loan Documents), in each instance, which approval shall not be unreasonably withheld, agree to or allow: (a) any change in the performance ownership or observance of any material term, covenant or condition of any Management Agreement on the part control of the Borrower or Operating Lessee thereunder Manager, to be performed or observed beyond any applicable notice and cure periods contained thereinthe extent that, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with subject to the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving any such change is prohibited or releasing any 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 such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, subject to the end that the rights of said Borrower and/or Operating Lessee inLessee's approval, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of 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. (ivb) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Management Agreement, except (i) if either party thereto exercises a right to terminate the Management Agreement in accordance with its terms (unrelated to an allegation of a default) or (ii) in connection with the exercise by the Lessee of any of its remedies under the Management Agreement as a result of any default by the Manager thereunder, (c) any assignment by the Manager of its interest under the Management Agreement (except to an Affiliate of the Lessee) or (d) any material amendment of the Management Agreement. In addition, the Lessee shall, at its sole cost and expense, promptly and fully perform or cause to be performed every covenant, condition, promise and obligation of the licensed operator of the Leased Property under any Management Agreement. The Lessee shall furnish to the Lessor and any Fee Mortgagee, within three (3) Business Days after receipt thereof, or after the mailing or service thereof by the Lessee, as the case may be, a copy of each notice of default which the Lessee shall give to, or receive from any Person, based upon the occurrence, or alleged occurrence, of any default in the performance of any covenant, condition, promise or obligation under any Management Agreement. Whenever and as often as the Lessee shall fail to perform, promptly and fully, at its sole cost and expense, any covenant, condition, promise or obligation on the part of the licensed operator of the Leased Property under and pursuant to any Management Agreement, the Lessor, or a lawfully appointed receiver of the Leased Property, or, subject to Section 5.1(Pthe terms of any applicable Fee Mortgage Loan Documents, any Fee Mortgagee may, at their respective options (and without any obligation to do so), each Borrower after five (5) days' prior notice to the Lessee (except in the case of an emergency, in which event, no notice shall be required) enter upon the Leased Property and perform, or cause to be performed, such work, labor, services, acts or things, and take such other steps and do such other acts as they may deem advisable, to cure such defaulted covenant, condition, promise or obligation, and any amount so paid or advanced by the Lessor, such receiver or such Fee Mortgagee and all costs and expenses reasonably incurred in connection therewith (including, without limitation, attorneys' fees and expenses), shall be a demand obligation of the Lessee to the Lessor, such receiver or such Fee Mortgagee, and, such parties shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination have the same rights and remedies for failure to and in favor of Lender, all upon terms and conditions acceptable pay such costs on demand as for the Lessee's failure to Lender in its discretionpay any other sums due hereunder.

Management Agreements. (a) Borrower shall (i) Each Individual cause the Property shall to be operated under and managed pursuant to the terms and conditions of the applicable Property Management Agreement. Each Borrower shall or shall cause the applicable Operating Lessee to ; (xii) pay promptly perform and observe, in all sums required to be paid by the owner under each Management Agreementmaterial respects, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder obligations required to be performed and observed (which Borrower or Operating Lessee may contest by the “Owner” under the Property Management Agreement and do all things necessary to preserve and to keep unimpaired, in accordance with the terms all material respects, all of the rights of the “Owner” under the Property Management Agreement) and deliver to Lender a true copy of each such notice, and ; (aaiii) promptly deliver to Lender a copy notify Agent of each financial statement, business plan, capital expenditure plan, notice of a any material default under the Property Management Agreement, report regarding operations at Agreement of which Borrower becomes aware; and (iv) promptly enforce the related Individual Property, estimates of any monetary nature performance and any other items reasonably requested by Lenderobservance, in each case received all material respects, of all of the covenants and obligations required to be performed and observed by any Borrower or Operating Lessee the Property Manager under any the Property Management Agreement. (iib) No Borrower shall (and shall not cause or permit any Operating Lessee to)Without Agent’s prior written consent in each instance, without the prior consent of the Lender (which consent shall not be unreasonably withheld)withheld or delayed, surrender any Borrower shall not: (i) surrender, terminate, cancel or assign the Property Management Agreement, unless Borrower replaces such Property Management Agreement pursuant to subsection (e) below; (ii) reduce or terminate consent to the reduction of the term of the Property Management Agreement; (iii) materially increase or cancel consent to the material increase of the amount of any fees or charges under the Property Management Agreement or Agreement; (iv) otherwise modify, change, supplement, alter or amend, in or waive or release any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance rights or remedies of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any “Owner” under the Property Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend(in each case, in any material respect), (v) suffer or permit the occurrence or continuance a default beyond any Management Agreement, and any such surrender of any applicable cure period under the Property Management Agreement (or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheldsuccessor property management agreement) shall be void and of no force and effect. (iii) If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of the Borrower or Operating Lessee thereunder “Owner” thereunder, (vi) fail to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any 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 which, if not taken, would entitle the Property Manager to cause all terminate the terms, covenants and conditions of such Property Management Agreement on (irrespective of whether such failure constitutes a “default” of “event of default” under the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Property Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of 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. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.or

Management Agreements. From and after the Commencement Date, the Lessee shall not enter into any Management Agreement other than the Current Management Agreement without the prior written approval of the Lessor, in each instance, which approval shall not be unreasonably withheld, provided, however, that the Lessee may enter into a Management Agreement with an Affiliate of the Lessee without the approval of the Lessor. The Lessee shall not, without the prior written approval of the Lessor, in each instance, which approval shall not be unreasonably withheld, agree to or allow: (ia) Each Individual Property shall be operated any change in the Manager or change in the ownership or control of the Manager, (b) the termination of any Management Agreement (other than in connection with the exercise by the Lessee of any of its remedies under the terms and conditions Management Agreement as a result of any default by the Manager thereunder), (c) any assignment by the Manager of its interest under the Management Agreement (except to an Affiliate of the applicable Lessee) or (d) any material amendment of the Management Agreement. In addition, the Lessee shall, at its sole cost and expense, promptly and fully perform or cause to be performed every covenant, condition, promise and obligation of the licensed operator of the Leased Property under any Management Agreement. Each Borrower Management Agreement shall provide that the Lessor shall be provided notice of any defaults thereunder and, at the Lessor's option, an opportunity to cure such default. The Lessee shall furnish to the Lessor, within three (3) days after receipt thereof, or shall cause after the applicable Operating Lessee to (x) pay all sums required to be paid mailing or service thereof by the owner Lessee, as the case may be, a copy of each notice of default which the Lessee shall give to, or receive from any Person, based upon the occurrence, or alleged occurrence, of any default in the performance of any covenant, condition, promise or obligation under each any Management Agreement, (y) diligently . Whenever and as often as the Lessee shall fail to perform, observe promptly and enforce all of the termsfully, covenants at its sole cost and conditions of each Management Agreement expense, any covenant, condition, promise or obligation on the part of the owner thereunder licensed operator of the Leased Property under and pursuant to any Management Agreement, the Lessor, or a lawfully appointed receiver of the Leased Property, may, at their respective options (and without any obligation to do so), after three (3) days' prior notice to the Lessee (except in the case of an emergency in which event no notice shall be required) enter upon the Leased Property and perform, or cause to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreementsuch work, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance labor, services, acts or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such noticethings, and (aa) promptly deliver take such other steps and do such other acts as they may deem advisable, to Lender a copy of each financial statementcure such defaulted covenant, business plancondition, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower promise or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreementobligation, and any amount so paid or advanced by the Lessor or such surrender of any Management Agreement or terminationreceiver and all costs and expenses reasonably incurred in connection therewith (including, cancellationwithout limitation, modificationattorneys' fees and expenses and court costs), change, supplement, alteration or amendment of any Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part a demand obligation of the Borrower Lessee to the Lessor or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained thereinsuch receiver, and Borrower or Operating Lessee is not contesting and, the validity of such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any Borrower from any of its obligations hereunder, Lender Lessor shall have the right, but shall be under no obligation, same rights and remedies for failure to pay such costs on demand as for the Lessee's failure to pay any other sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of 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 thereondue hereunder. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.

Management Agreements. (i) Each Individual Property shall be operated under From and after the terms and conditions of Commencement Date, the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of enter into any Management Agreement without the prior consent written approval of Lender (the Lessor, in each instance, which consent approval shall not be unreasonably withheld. The Lessee shall not, without the prior written approval of the Lessor, in each instance, which approval shall not be unreasonably withheld, agree to or allow (A) any change in any Manager or any change in the ownership or control of any Manager except as otherwise permitted by the provisions of Sections 16.1(h)(vi) and 16.1(i), (B) the termination of any Management Agreement (other than in connection with the exercise by the Lessee of any of its remedies under the Management Agreement as a result of any default by the Manager thereunder), (C) any assignment by any Manager of its interest under any Management Agreement or (D) any material amendment of any Management Agreement. In addition, the Lessee shall, at its sole cost and expense, promptly and fully perform or cause to be performed every covenant, condition, promise and obligation of the licensed operator of the Leased Property under any Management Agreement. Notwithstanding the foregoing, in the event that the Lessee enters into any Management Agreement with an Affiliate of the Lessee, the Lessor shall consent to the execution and delivery of such Management Agreement, provided, that, concurrently with the execution and delivery of such Management Agreement, the Affiliated Party Subordination Agreement and the Environmental Indemnity Agreement are amended so as to add as a party thereto the applicable Affiliate of the Lessee that is to be the Manager (so that, among other things, the payments to be made under such Management Agreement are fully subordinated to the Lease Obligations). Each Management Agreement shall provide that the Lessor shall be void and provided notice of no force and effect. (iii) If any Borrower or Operating defaults thereunder and, at the Lessor's option, an opportunity to cure such default. The Lessee shall furnish to the Lessor, within three (3) days after receipt thereof, or after the mailing or service thereof by the Lessee, as the case may be, a copy of each notice of default which the Lessee shall give to, or receive from any Person, based upon the occurrence, or alleged occurrence, of any default in the performance or observance of any material termcovenant, covenant condition, promise or condition of obligation under any Management Agreement Agreement. Whenever and as often as the Lessee shall fail to perform, promptly and fully, at its sole cost and expense, any covenant, condition, promise or obligation on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms licensed operator of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, Leased Property under and without waiving or releasing any Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, pursuant 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 such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower the Lessor, or Operating Lessee is not contesting said default in good faith in accordance with the terms a lawfully appointed receiver of the Management AgreementLeased Property, such notice shall constitute full protection to Lender for may, at their respective options (and without any action taken or omitted to be taken by Lender in good faith, in reliance thereon. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail obligation to do so), which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. after five (v5) Any sums expended by Lender pursuant to this Section shall bear interest at the Default Rate from the date such cost is incurred days' prior notice to the date Lessee (except in the case of payment to Lenderan emergency) enter upon the Leased Property and perform, shall be deemed to constitute a portion of the Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager performed, such work, labor, services, acts or things, and take such other steps and do such other acts as they may deem advisable, to cure such defaulted covenant, condition, promise or obligation, and any amount so paid or advanced by the Lessor or such receiver and all costs and expenses reasonably incurred in connection therewith (A) certifying (1) that the Management Agreement is unmodified including, without limitation, attorneys' fees and in full force expenses and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modificationscourt costs), and (2) shall be a demand obligation of the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not Lessee to the best knowledge of Manager (1) there is a continuing default by Borrower Lessor or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a defaultreceiver, and, if so, specifying each the Lessor shall have the same rights and remedies for failure to pay such default or occurrence of which Manager may have knowledge; and (C) stating such costs on demand as for the Lessee's failure to pay any other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lendersums due hereunder. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.

Management Agreements. Macerich or an Affiliate of Macerich shall be hired as Property Manager to manage the Properties described on Schedule 2 attached hereto, and Simco or an Affiliate of Simco shall be hired as Property Manager to manage the Properties described on Schedule 3 attached hereto. The management of each of the Properties shall be governed by management agreements to be entered into prior to the Partnership's acquisition of the Properties. Macerich and Simco hereby covenant and agree to negotiate in good faith to agree upon a form management agreement which will govern the management of each of the Properties. One form management agreement will be used for all Properties, whether managed by Macerich or Simco. Notwithstanding anything to the contrary stated in this Agreement, Macerich, acting alone, shall have the exclusive right and authority on behalf of the Partnership so long as Macerich is not a Defaulting Partner (i) Each Individual Property shall be operated under the terms and conditions of the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any 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 such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed determine on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and Partnership whether Simco or its Affiliate acting as Property Manager under any management agreement for any property (each a "Simco Management Agreement") is in default under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Simco Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of 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. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying the action to be taken by the Partnership with respect thereto, (ii) to exercise termination rights in 19 accordance with the terms under each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Simco Management Agreement, subject (iii) to Section 5.1(Parrange for and cause the enforcement and defense of the Partnership's rights under each such Simco Management Agreement (including by the prosecution or defense of any proceeding or action that it deems necessary or appropriate), (iv) to grant any approval or waiver under, or agree to any amendment or modification of, any Simco Management Agreement, and (v) to retain, as a Partnership expense, counsel of its choosing in connection with any of the foregoing actions set forth in clauses (i), (ii), (iii) or (iv). Notwithstanding anything to the contrary statement in this Agreement, Simco, acting alone, shall have the exclusive right and authority on behalf of the Partnership so long as Simco is not a Defaulting Partner (i) to determine on behalf of the Partnership whether Macerich or its Affiliate acting as Property Manager under any management agreement for any Property (each Borrower shall a "Macerich Management Agreement") is in default under such Macerich Management Agreement, and, if so, the action to be taken by the Partnership with respect thereto, (or shall ii) to exercise termination rights in accordance with the terms under each Macerich Management Agreement, (iii) to arrange for and cause Operating Lessee to) promptly enter into a new the enforcement and defense of the Partnership's rights under each such Macerich Management Agreement (including by the prosecution or defense of any proceeding or action that it deems necessary or appropriate), (iv) to grant any approval or waiver under, or agree to any amendment or modification of, any Macerich Management Agreement, and (v) to retain, as a Partnership expense, counsel of its choosing in connection with a replacement Managerany of the foregoing actions set forth in clauses (i), which (ii), (iii) or (iv). In no event shall deliver a comfort Macerich have the right to cause the termination or similar letter and/or a Manager’s Subordination to cancellation of any Simco Management Agreement without cause, and in favor no event shall Simco have the right to cause the termination or cancellation of Lender, all upon terms and conditions acceptable to Lender in its discretionany Macerich Management Agreement without cause.

Management Agreements. (i) Each Individual Property shall be operated under From and after the terms and conditions of Commencement Date, the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of enter into any Management Agreement without the prior consent written approval of Lender (the Lessor, in each instance, which consent approval shall not be unreasonably withheld. The Lessee shall not, without the prior written approval of the Lessor, in each instance, which approval shall not be unreasonably withheld, agree to or allow (A) any change in any Manager or any change in the ownership or control of any Manager except as otherwise permitted by the provisions of Sections 16.1(h)(vi) and 16.1(i), (B) the termination of any Management Agreement (other than in connection with the exercise by the Lessee of any of its remedies under the Management Agreement as a result of any default by the Manager thereunder), (C) any assignment by any Manager of its interest under any Management Agreement or (D) any material amendment of any Management Agreement. In addition, the Lessee shall, at its sole cost and expense, promptly and fully perform or cause to be performed every covenant, condition, promise and obligation of the licensed operator of the Leased Property under any Management Agreement. Notwithstanding the foregoing, in the event that the Lessee enters into any Management Agreement with an Affiliate of the Lessee, the Lessor shall consent to the execution and delivery of such Management Agreement, provided, that, concurrently with the execution and delivery of such Management Agreement, the Affiliated Party Subordination Agreement and the Environmental Indemnity Agreement are amended so as to add as a party thereto the applicable Affiliate of the Lessee that is to be the Manager (so that, among other things, the payments to be made under such Management Agreement are fully subordinated to the Lease Obligations). Each Management Agreement shall provide that the Lessor shall be void and provided notice of no force and effect. (iii) If any Borrower or Operating defaults thereunder and, at the Lessor's option, an opportunity to cure such default. The Lessee shall furnish to the Lessor, within three (3) days after receipt thereof, or after the mailing or service thereof by the Lessee, as the case may be, a copy of each notice of default which the Lessee shall give to, or receive from any Person, based upon the occurrence, or alleged occurrence, of any default in the performance or observance of any material termcovenant, covenant condition, promise or condition of obligation under any Management Agreement Agreement. Whenever and as often as the Lessee shall fail to perform, promptly and fully, at its sole cost and expense, any covenant, condition, promise or obligation on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms licensed operator of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, Leased Property under and without waiving or releasing any Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, pursuant 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 such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower the Lessor, or Operating Lessee is not contesting said default in good faith in accordance with the terms a lawfully appointed receiver of the Management AgreementLeased Property, such notice shall constitute full protection to Lender for may, at their respective options (and without any action taken or omitted to be taken by Lender in good faith, in reliance thereon. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail obligation to do so), which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. after five (v5) Any sums expended by Lender pursuant to this Section shall bear interest at the Default Rate from the date such cost is incurred days' prior notice to the date Lessee (except in the case of payment to Lenderan emergency) enter upon the Leased Property and perform, shall be deemed to constitute a portion of the Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager performed, such work, labor, services, acts or things, and take such other steps and do such other acts as they may deem advisable, to cure such defaulted covenant, condition, promise or obligation, and any amount so paid or advanced by the Lessor or such receiver and all costs and expenses reasonably incurred in connection therewith (A) certifying (1) that the Management Agreement is unmodified including, without limitation, attorneys' fees and in full force expenses and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modificationscourt costs), and (2) shall be a demand obligation of the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not Lessee to the best knowledge of Manager (1) there is a continuing default by Borrower Lessor or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a defaultreceiver, and, if so, specifying each the Lessor shall have the same rights and remedies for failure to pay such default or occurrence of which Manager may have knowledge; and (C) stating such costs on demand as for the Lessee's failure to pay any other information as Lender may reasonably requestsums due hereunder. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.ARTICLE

Management Agreements. (i) Each Individual Property shall be operated under Throughout the terms and conditions of the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Term, Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of enter into any Management Agreement without the prior consent written approval of Lender (Lessor, in each instance, which consent approval shall not be unreasonably withheld) shall be void and of no force and effect. (iii) If any Borrower or Operating . Lessee shall default not, without the prior written approval of Lessor, in each instance, which approval shall not be unreasonably withheld, agree to or allow: (a) any change in the performance Manager or observance of any material term, covenant or condition of any Management Agreement on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any 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 such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of 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. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option change in the name of and upon behalf of such Borrower should such Borrower fail to do soownership or control ofthe Manager, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (vb) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Management Agreement (other than in connection with the exercise by Lessee of any of its remedies under the Management Agreement as a result of any default by the Manager thereunder), (c) any assignment by the Manager of its interest under the Management Agreement or (d) any material amendment ofthe Management Agreement. In addition, Lessee shall, at its sole cost and expense, promptly and fully perform or cause to be performed every covenant, condition, promise and obligation of the licensed operator of the Leased Property under any Management Agreement. . Each Management Agreement shall provide that Lessor shall be provided notice of any defaults thereunder and, at Lessor's option, an opportunity to cure such default. Lessee shall furnish to Lessor, within three (3) days after receipt thereof, or after the mailing or service thereof by Lessee, as the case may be, a copy of each notice of default which Lessee shall give to, or receive from any Person, based upon the occurrence, or alleged occurrence, of any default in the performance of any covenant, condition, promise or obligation under any Management Agreement. Whenever and as often as Lessee shall fail to perform, promptly and fully, at its sole cost and expense, any covenant, condition, promise or obligation on the part ofthe licensed operator of the Leased Property under and pursuant to any Management Agreement, subject Lessor, or a lawfully appointed receiver ofthe Leased Property, may, at their respective options (and without any obligation to Section 5.1(Pdo so), each Borrower after five (5) days' prior notice to Lessee (except in the case of an emergency) enter upon the Leased Property and perform, or cause to be performed, such work, labor, services, acts or things, and take such other steps and do such other acts as they may deem advisable, to cure such defaulted covenant, condition, promise or obligation, and any amount so paid or advanced by Lessor or such receiver and all costs and expenses reasonably incurred in connection therewith (including, without limitation, attorneys' fees and expenses and court costs), shall (be a demand obligation of Lessee to Lessor or such receiver, and, Lessor shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination have the same rights and remedies for failure to and in favor of Lender, all upon terms and conditions acceptable pay such costs on demand as for Lessee's failure to Lender in its discretion.pay any other sums due hereunder. 36

Management Agreements. (i1) The Borrower has delivered to Administrative Agent a true, correct and complete copy of each of the Management Agreements, and neither the respective interest of the Leasehold Holder, Borrower nor the applicable Manager under any Management Agreement has been assigned, transferred, pledged, hypothecated or otherwise encumbered (except for the security interest granted by the Leasehold Holder to the Administrative Agent under the Collateral Documents); (2) Each Individual Property shall be operated Management Agreement is in full force and effect and has not been Modified, and neither the Leasehold Holder, Borrower nor the applicable Manager thereunder has waived, canceled or surrendered any of its rights thereunder; (3) All sums, charges, fees, costs, expenses and other charges reserved in or payable under the terms Management Agreements, including without limitation, all sums, charges, fees, costs, and conditions of the applicable Management Agreement. Each Borrower shall expenses in connection with any taxes, site preparation and construction, non-shareholder contributions, and common area and other property management activities, are current, and no Lien with respect thereto has attached or shall cause the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement been recorded on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants Collateral (or conditions of any Management Agreement on the part of the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or threat thereof been made in writing, and each Borrower hereby assigns to Lender as further security ) for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, failure 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 such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrowerforegoing; (4) Neither the Leasehold Holder, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of nor the applicable Subordination, Attornment and Security Agreement and/or Assignment Manager has delivered or received any notices of Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and neither the Leasehold Holder, Borrower nor the applicable Manager or Operating Lessee any other party to any Management Agreement has commenced any action or given or received any notice for the purpose of terminating any Management Agreement; and (5) Neither the Leasehold Holder, Borrower nor the applicable Manager or any other party to any Management Agreement is not contesting said in default in good faith in accordance with under any of the terms of 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. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but there are no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event thatexisting circumstances which, with the giving of notice or passage of time or the giving of notice, or both, would become such constitute a defaultdefault under any terms of any Management Agreement by the Leasehold Holder, andBorrower or any other party that would have a Material Adverse Effect, if soand neither the Leasehold Holder nor Borrower or any other party to any Management Agreement has transferred, specifying each such default assigned, hypothecated or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of encumbered its interest in any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretionexcept as provided under the Loan Documents.

Management Agreements. (i) Each Individual Property From and after the date hereof; neither the Borrower nor any Lessee shall be operated under the terms and conditions of the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of enter into any Management Agreement on without the part prior written consent of the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by instance, which consent will not be unreasonably withheld. There. shall be no change in the ownership or control (directly or indirectly) of any Borrower or Operating Lessee Manager under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), Agreement without the prior written consent of the Lender (Lender, in each instance, which consent shall not be unreasonably withheld. The Borrower and any Lessee, at their sole cost and expense, promptly and fully perform or cause to be performed every covenant, condition, promise and obligation of the owner of the Mortgaged Property or such Lessee under any Management Agreement. Neither the Borrower nor any Lessee shall cancel (other than in connection with the exercise by the Borrower or the Lessee of any of its 37 remedies under the Management Agreement as a result of any default by the Manager thereunder), surrender any Management Agreement transfer or terminate or cancel any Management Agreement or modify, change, supplement, alter assign or amend, in any material respect, any Management Agreement, either orally Agreement or consent to the cancellation (other than in writing, and each connection with the exercise by the Borrower hereby assigns to Lender as further security for or the payment Lessee of any of its remedies under the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender as a result of any Management Agreement default by the Manager thereunder), transfer or termination, cancellation, modification, change, supplement, alteration assignment or material amendment of any Management Agreement by any party thereto, without the prior written consent of Lender (the Lender, in each instance, which consent shall not be unreasonably withheld) . Each Management Agreement shall provide that the Lender shall be void and provided notice of no force and effect. (iii) If any defaults thereunder and, at the Lender's option, an opportunity to cure such default. The Borrower or Operating any Lessee shall furnish to the Lender, within three (3) days after receipt thereof, or after the mailing or service thereof by the Borrower or any Lessee, as the case may be, a copy of each notice of default which the Borrower or any Lessee shall give to; or receive from any Person, based upon the occurrence, or alleged occurrence, of any default in the performance or observance of any material termcovenant, covenant condition, promise or condition of obligation under any Management Agreement on the part of Agreement. Whenever and as often as the Borrower or Operating any Lessee thereunder shall. fail to be performed perform, promptly and fully, at their sole cost and expense, any covenant, condition, promise or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any 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 such Management Agreement obligation on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness Mortgaged Property or a Lessee thereof under and Borrower shall immediately repay such amounts pursuant to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower the Lender, or Operating Lessee is not contesting said default in good faith in accordance with the terms a lawfully appointed receiver of the Management AgreementMortgaged Property, such notice shall constitute full protection to Lender for may, at their respective Options (and without any action taken or omitted to be taken by Lender in good faith, in reliance thereon. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail obligation to do so), which power after five (5) days' prior notice to the Borrower (except in the case of attorney shall be irrevocable an emergency) enter upon the Mortgaged Property and shall be deemed perform, or cause to be coupled with an interest. performed, such work, labor, services, acts or things, and take such other steps and do such other acts as they may deem advisable, to cure such defaulted covenant, condition, promise or obligation, and any amount so paid or advanced by the Lender or such receiver and all costs and expenses reasonably incurred in connection therewith (v) Any sums expended by Lender pursuant to this Section shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lenderincluding, without limitation, attorneys' fees and expenses and court costs), shall be deemed to constitute a portion demand obligation of the IndebtednessBorrower to the Lender or such receiver, and, to the extent permitted by applicable law, shall be added to the Loan Obligations and shall be secured by the lien of Liens created by the Mortgage and the other Loan Documents as fully and shall be immediately due effectively and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, same priority as every other obligation thereunder and, if sonot paid within ten (10) days after demand, specifying each such default or occurrence shall thereafter, to the extent permitted under applicable law, bear interest at the Advances Rate until the date of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lenderpayment. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.

Management Agreements. (ia) Each Individual Collateral Property shall be is operated under the terms and conditions of the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Lessee to shall (x) pay all sums required to be paid by the owner under each Management Agreement, (yi) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of each the Management Agreement Agreements on the part of the owner thereunder such 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 said owner such Operating Lessee under each the Management Agreement, Agreements and (zii) promptly notify Lender Administrative Agent and the Lenders of the giving of any written notice by any Manager to any Borrower and/or such Operating Lessee of any default by the owner Operating Lessee in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder Operating Lessee to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender Administrative Agent a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the . No Operating Lessee shall surrender any Management Agreement, report regarding operations at consent to the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received assignment by any Borrower or Operating Lessee Manager of its interest under any a Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement Agreement, or modify, change, supplement, alter or amendamend any Management Agreement, in any material respect, any Management Agreement, either orally or in writingwriting without Required Lenders’ prior written consent; provided, however, that Borrowers shall be entitled to terminate or cancel any Management Agreement that is replaced with a Replacement Management Agreement with any Qualified Manager without the prior consent of Administrative Agent or any Lenders. Borrowers shall deliver notice of such termination or cancellation to Administrative Agent and each Borrower the Lenders within five (5) Business Days of the occurrence thereof. Borrowers hereby assigns assign to Lender Administrative Agent for benefit of the Secured Parties as further security for the payment of the Indebtedness Obligations and for the performance and observance of the terms, covenants and conditions of this Agreement and the other Loan AgreementDocuments, any and all the rights, privileges and prerogatives of each Borrower Borrowers to surrender any Management Agreement Agreement, or to terminate, cancel, modify, change, supplement, alter or amendamend such Management Agreements, in any material respect, any Management Agreement, and any such surrender of any such Management Agreement Agreements, or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement in any material respect, without the prior consent of Lender (which consent shall not be unreasonably withheld) Administrative Agent and Required Lenders, shall be void and of no force and effect. Any such proposed modification, change, supplement, alteration or amendment of the Management Agreement submitted to Administrative Agent and the 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 REVOLVING CREDIT 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 approval or disapproval within such fifteen (15) Business Days following Administrative Agent’s and the Lenders’ receipt of Borrowers’ 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 Administrative Agent or the Lenders to reach a decision. In no event shall Administrative Agent or the Required Lenders be deemed to have approved (1) a surrender, termination or cancellation of the Management Agreement, (2) any change having a 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 Borrower a reasonably detailed description of the reasons for any disapprovals under this Section 7.17. (iiib) If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of the Borrower or each Operating Lessee thereunder to be performed or observed beyond observed, after expiration of any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of provided in such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any such 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 such Management Agreement on the part of the owner such Operating Lessee to be performed or observed to be promptly performed or observed on behalf of such Borrower, Operating Lessee to the end that the rights of said Borrower and/or such Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from defaultdefault in all material respects. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender Administrative Agent and any person Person designated by Lender Administrative Agent by written notice to Borrowers shall have, and are hereby granted, the right to enter upon the applicable Individual Collateral Property at any time and from time to time for the purpose of taking any such action. If any Manager shall deliver to Lender Administrative Agent a copy of any notice sent to any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of the Management Agreement, such notice shall constitute full protection to Lender Administrative Agent for any action taken or omitted to be taken by Lender Administrative Agent pursuant to the terms of this Agreement or the other Collateral Documents in good faith, in reliance thereon. (iv) Each Borrower shall (or shall cause the applicable . No Operating Lessee shall, nor shall it permit any Manager to) , sub-contract all or any material portion of its management responsibilities under any Management Agreement to a third-party without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, delayed or conditioned. Each Operating Lessee shall request of Managers and deliver to Administrative Agent upon receipt such certificates of estoppel with respect to compliance by such Operating Lessee with the terms of its respective Management Agreement as may be reasonably requested by Administrative Agent. Each Operating Lessee shall exercise each individual option, if any, to extend or renew the term of each its respective Management Agreement upon demand by Lender made at any time within ninety (90) days prior Agreements 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, and each Borrower Operating Lessee hereby expressly authorizes and appoints Lender as Administrative Agent its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do soOperating Lessee, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) . Any sums expended by Lender Administrative Agent pursuant to this Section 7.17 shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to LenderAdministrative Agent, (ii) shall be deemed to constitute a portion of the IndebtednessObligations, (iii) shall be secured by the lien of the Mortgage Mortgages and the other Loan Documents and (iv) shall be immediately due and payable within two (2) Business Days after upon demand by Lender Administrative Agent therefor. (vic) Each Without limitation of the foregoing, the applicable Borrower shall, promptly upon request of LenderAdministrative Agent or the Required Lenders, but no more than two (2) times and in accordance with the provisions of the applicable assignment of Management Agreement, terminate any calendar year Management Agreement and replace the Manager thereunder, without penalty or fee payable by Borrowers, Administrative Agent or the Lenders, if at any time during the term of this Agreement: (i) such Manager shall become insolvent or a debtor in bankruptcy or insolvency proceeding or (ii) subject to clause (d) below, there exists an event of default by such Manager under the Loan applicable Management Agreement which continues beyond any applicable cure period. (unless (xd) an Notwithstanding the foregoing, so long as no Event of Default has occurred exists and is continuing and no Material Adverse Effect and no Material Property Event (other than the Material Property Event caused by the referenced default or event of default under the applicable Management Agreement, so long as it has not terminated) shall have occurred, Administrative Agent shall not take any action under Section 7.17(b) or (yc)(ii) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts respect to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence event of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of default under any Management Agreement, subject if: (A) either: (1) Manager has not delivered a notice of termination or otherwise sought to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new terminate the Management Agreement with a replacement Manager, which shall deliver a comfort and Borrower and Manager are diligently prosecuting resolution of the substantive issues underlying the default or similar letter and/or a Manager’s Subordination to event of default in good faith and in favor a commercially reasonable manner; or (2) Manager has delivered a notice of Lendertermination or otherwise sought to terminate the Management Agreement but such termination is not yet effective, all upon terms and conditions acceptable to Lender in its discretion.and:

Management Agreements. From and after the Commencement Date, neither the Lessee, nor any Sublessee (iother than any Sublessee that is not an Affiliate of the Lessee) Each Individual Property shall enter into any Management Agreement, without the prior written approval of the Lessor, in each instance, which approval shall not be operated unreasonably withheld. The Lessee shall not, without the prior written approval of the Lessor, in each instance, which approval shall not be unreasonably withheld, agree to or allow: (a) any change in the Manager or change in the ownership or control of the Manager, (b) any change in the Management Agreement, (c) the termination of any Management Agreement (other than in connection with the exercise by the Lessee of any of its remedies under the terms and conditions Management Agreement as a result of any default by the Manager thereunder), (d) any assignment by the Manager of its interest under the Management Agreement or (e) any material amendment of the applicable Management Agreement. In addition, the Lessee and every Sublessee (other than any Sublessee that is not an Affiliate of the Lessee) shall, at their sole cost and expense, promptly and fully perform or cause to be performed every covenant, condition, promise and obligation of the licensed operator of the Leased Property under any Management Agreement. Each Borrower Management Agreement shall provide that the Lessor shall be provided notice of any defaults thereunder and, at the Lessor's option, an opportunity to cure such default. The Lessee and any Sublessee (other than any Sublessee that is not an Affiliate of the Lessee) shall furnish to the Lessor, within three (3) days after receipt thereof, or shall cause after the applicable Operating Lessee to (x) pay all sums required to be paid mailing or service thereof by the owner Lessee or such Sublessee, as the case may be, a copy of each notice of default which the Lessee or such Sublessee shall give to, or receive from any Person, based upon the occurrence, or alleged occurrence, of any default in the performance of any covenant, condition, promise or obligation under each any Management Agreement, . Whenever and as often as the Lessee or any Sublessee (yother than any Sublessee that is not an Affiliate of the Lessee) diligently shall fail to perform, observe promptly and enforce all of the termsfully, covenants at its sole cost and conditions of each Management Agreement expense, any covenant, condition, promise or obligation on the part of the owner thereunder licensed operator of the Leased Property under and pursuant to any Management Agreement, the Lessor, or a lawfully appointed receiver of the Leased Property, may, at their respective options (and without any obligation to do so), after five (5) days' prior notice to the Lessee (except in the case of an emergency) enter upon the Leased Property and perform, or cause to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreementsuch work, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance labor, services, acts or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such noticethings, and (aa) promptly deliver take such other steps and do such other acts as they may deem advisable, to Lender a copy of each financial statementcure such defaulted covenant, business plancondition, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower promise or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreementobligation, and any amount so paid or advanced by the Lessor or such surrender of any Management Agreement or terminationreceiver and all costs and expenses reasonably incurred in connection therewith (including, cancellationwithout limitation, modificationattorneys' fees and expenses and court costs), change, supplement, alteration or amendment of any Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part a demand obligation of the Borrower Lessee to the Lessor or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained thereinsuch receiver, and Borrower or Operating Lessee is not contesting and, the validity of such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any Borrower from any of its obligations hereunder, Lender Lessor shall have the right, but shall be under no obligation, same rights and remedies for failure to pay such costs on demand as for the Lessee's failure to pay any other sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of 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 thereondue hereunder. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.

Management Agreements. (ia) Each Individual Property shall be operated under the terms and conditions of the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (y) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of each the Management Agreement Agreements on the part of the owner thereunder 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 said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any received by Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of any the Management Agreement Agreements on the part of the owner thereunder Borrower or Manager to be performed and observed (which observed. If Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreementobserved, 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 any Borrower from any of its obligations hereunderhereunder or under the Management Agreements, 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 such the Management Agreement Agreements on the part of the owner Borrower to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such observed. (b) Each Management Agreement shall be kept unimpaired subordinate to the related Mortgage and free from default. Any such amounts so advanced by Lender together with interest thereon from shall provide that it may be terminated at Lender's option upon the date expended by Lender occurrence of any of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of 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. following: (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (xi) an Event of Default (or, in the case of the Management Agreement with respect to the Phoenix Hilton, upon foreclosure of the Mortgage thereon), or (ii) a Manager's fraud, gross negligence or willful misconduct. Each Management Agreement shall provide that such Management Agreement will not be amended, modified or terminated without the consent of Lender. (c) Except as expressly provided below, Borrower shall not consent to or enter into any of the following transactions, or any combination thereof, unless it has occurred received the prior consent of Lender, which consent shall not be unreasonably withheld and is continuing after a Securitization, Rating Agency Confirmation: (i) the surrender of any Management Agreement, (ii) the assignment by Manager of its interest under a Management Agreement, (iii) the termination or cancellation of a Management Agreement, (iv) the modification, change, supplement, alteration or amendment of a Management Agreement, (v) the change, replacement or termination of Manager or (vi) the entering into of any new Management Agreement. Notwithstanding anything to the contrary contained herein, Borrower shall be permitted, without any such written confirmation from the Rating Agencies or the approval of Lender, to make any non-material modification, change, supplement, alteration or amendment to any Management Agreement and to waive any non material rights thereunder (provided that (y) no such request is occasioned modification, change, supplement, alteration, amendment or waiver shall affect Lender's rights and remedies thereunder, affect the cash management procedures set forth in the Management Agreement or the Loan Documents, decrease the cash flow of the subject Individual Property, adversely affect the marketability of the subject Individual Property, change the definitions of "default" or "event of default", change the definition of "operating expense" to exclude additional items to such definition, change the definition of "gross revenues" to add additional amounts thereto, change the term of such Management Agreement or increase the management fees payable under such Management Agreement and (z) Lender shall have the right to approve any replacement Manager). Notwithstanding the foregoing, neither Lender's consent nor Rating Agency Confirmation shall be required in connection with any change in the initial Manager by reason of any transfer of the capital stock in the initial Manager or any merger or consolidation of the initial Manager with any other person or entity, provided all or a Secondary Market Transactionsubstantial majority of the Hilton-branded Hotels currently managed by the initial Manager are managed by the newly merged or consolidated entity. (d) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from Borrower hereby represents that each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications)and, and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best of Borrower's knowledge of Manager (1i) there is a continuing default no default, breach or violation existing thereunder by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or party thereto and (2ii) there shall have no event has occurred any event that, with the giving of notice or passage of time or the giving of notice, or both, would become such constitute a default, and, if so, specifying each such default breach or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon violation by Lender and/or such third any party specified by Lenderthereunder. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.

Management Agreements. (a) Borrower shall, and shall cause its Affiliates to, at its sole cost and expense (i) Each Individual Property shall be operated under the terms promptly and conditions of the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Lessee to (x) pay timely perform and/or observe, in all sums required to be paid by the owner under each Management Agreementmaterial respects, (y) diligently perform, observe and enforce all of the terms, covenants covenants, conditions and conditions of each agreements required to be performed and observed by Borrower or such Affiliate under any Management Agreement on the part of the owner thereunder 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 material rights of said owner under each Management Agreement, thereunder; (zii) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any material default by the owner in the performance or observance of any of the terms, covenants or conditions of under any Management Agreement on the part of the owner thereunder to be performed and observed which it is aware; (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aaiii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice received by it under a Management Agreement; (iv) enforce the performance and observance of a default all of the covenants and agreements required to be performed and/or observed by the counterparty under the each Management Agreement, report regarding operations in a commercially reasonable manner, (v) not amend, restate, replace, supplement or otherwise modify any Management Agreement in any material respect, or waive any of its material rights and remedies thereunder, without the prior written consent of Lender (such consent not to be unreasonably withheld, conditioned or delayed) in each instance. (b) If Borrower or its Affiliate shall be in default under any Management Agreement, then, subject to the terms of such Management Agreement, Borrower or such Affiliate (as applicable) shall grant Lender the right (but not the obligation), upon prior notice to Borrower, to cause the default or defaults under such Management Agreement to be remedied and otherwise exercise any and all rights of Borrower or such Affiliate (as applicable) under such Management Agreement, as may be necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, and Lender shall have the right to enter all or any portion of the Property at such times and in such manner as Lender deems necessary, to prevent or to cure any such default. (c) The actions or payments of Lender to cure any default by Borrower or its Affiliates under any Management Agreement shall not remove or waive, as between Borrower and Lender, any default that occurred under this Agreement by virtue of such default by Borrower or its Affiliate under such Management Agreement. All sums expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the related Individual Propertyrate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the Security Instrument. (d) Borrower shall notify Lender promptly in writing of (i) the occurrence, estimates to Borrower’s knowledge, of any monetary nature and any other items reasonably requested by Lender, in each case received material default by any party to any Management Agreement, (ii) the occurrence, to Borrower’s knowledge, of any event that, with the passage of time or service of notice, or both, would constitute a material default by any party under any Management Agreement, and (iii) the receipt by Borrower or Operating Lessee its Affiliate of any notice (written or otherwise) from any party under any Management Agreement noting or claiming the occurrence of any default by Borrower or its Affiliate under any Management Agreement. (iie) No Borrower shall and/or its Affiliates (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheldapplicable) shall be void promptly execute, acknowledge and of no force and effect. (iii) If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any 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 such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 such instruments as may reasonably be required to any Borrower and/or Operating Lessee of permit Lender to cure any default under any Management Agreement, Agreement or permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and Borrower or Operating Lessee is not contesting said default in good faith in accordance preserve the security interest of Lender under the Loan Documents with the terms of 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. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior respect to the last day upon which any such option may be exercisedProperty. Upon the occurrence and during the continuance of an Event of Default, and each Borrower hereby expressly authorizes and irrevocably appoints Lender as its true and lawful attorney-in-fact to exercise do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Borrower or its Affiliates under or with respect to any Management Agreement, including, without limitation, the right to effectuate any extension or renewal of any Management Agreement, or to preserve any rights of Borrower of its Affiliates whatsoever in respect of any part of any Management Agreement (or cause and the applicable Operating Lessee above powers granted to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable Lender are coupled with an interest and shall be deemed to be coupled with an interestirrevocable). (vf) Any sums expended by Lender pursuant With respect to this Section shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lenderany Management Agreement, shall be deemed to constitute a portion of the Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, from time to time (but no not more often than two four (24) times in any calendar year during the term of the Loan twelve (12) month period unless (x) an Event of Default has occurred and is continuing or then exists in which case such limit shall not apply), upon ten (y10) such Business Days’ prior written request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain from Lender, execute, acknowledge and deliver (or cause to be delivered) an estoppel certificate from each Manager Lender, a statement containing the following: (A) certifying (1) a statement that the such Management Agreement is unmodified and in full force and effect (or or, if there have been modifications, that the same, as modified, Management Agreement is in full force and effect as modified and stating the setting forth such modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by statement that either such Borrower or Operating Lessee its Affiliate (as applicable) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become steps being taken to cure such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating a statement that, to Borrower’s knowledge, either the other party thereto is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to the Management Agreements as Lender may shall reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (viig) Upon the termination of With respect to any Management Agreement, subject to Section 5.1(P), each Borrower shall use commercially reasonable efforts to deliver to Lender from time to time (or provided that Borrower shall cause Operating Lessee tonot be required to deliver such certificates more frequently than four times in any calendar year) promptly enter into within twenty (20) Business Days of Lender’s request, a new certificate from each party to such Management Agreement with other than Borrower or its Affiliates containing the following: (A) a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to statement that such Management Agreement is unmodified and in favor full force and effect or, if there have been modifications, that the Management Agreement is in full force and effect as modified and setting forth such modifications, (B) a statement that either such other party is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of Lendersuch default and the steps being taken to cure such default, all upon terms (C) a statement that, to such party’s knowledge, either the Borrower or its Affiliate (as applicable) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and conditions acceptable the steps being taken to cure such default and (D) such other information with respect to such other party and/or Management Agreements as Lender in its discretionshall reasonably request.

Management Agreements. (i) Each Individual Property shall be operated under From and after the terms and conditions of Commencement Date, the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of enter into any Management Agreement without the prior consent written approval of Lender (the Lessor, in each instance, which consent approval shall not be unreasonably withheld) shall be void and of no force and effect. (iii) If any Borrower or Operating . The Lessee shall default not, without the prior written approval of the Lessor, in each instance, which approval shall not be unreasonably withheld, agree to or allow (a) any change in any Manager or any change in the performance ownership or observance control of any material term, covenant or condition of any Management Agreement on Manager except as otherwise permitted by the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, Sections 16.1(h)(vi) and without waiving or releasing any 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 such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of 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. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications16.1(i), and (2b) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(PAgreement (other than in connection with the exercise by the Lessee of any of its remedies under the Management Agreement as a result of any default by the Manager thereunder), each Borrower shall (c) any assignment by any Manager of its interest under any Management Agreement or shall (d) any material amendment of any Management Agreement. In addition, the Lessee shall, at its sole cost and expense, promptly and fully perform or cause Operating to be performed every covenant, condition, promise and obligation of the licensed operator of the Leased Property under any Management Agreement. Notwithstanding the foregoing, in the event that the Lessee to) promptly enter enters into a new any Management Agreement with an Affiliate of the Lessee, the Lessor shall consent to the execution and delivery of such Management Agreement, provided, that, concurrently with the execution and delivery of such Management Agreement, the Affiliated Party Subordination Agreement and the Environmental Indemnity Agreement are amended so as to add as a replacement Managerparty thereto the applicable Affiliate of the Lessee that is to be the Manager (so that, which among other things, the payments to be made under such Management Agreement are fully subordinated to the Lease Obligations). Each Management Agreement shall deliver a comfort or similar letter and/or a Manager’s Subordination provide that the Lessor shall be provided notice of any defaults thereunder and, at the Lessor's option, an opportunity to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.cure such default. The

Management Agreements. (i) Each Individual Property shall be operated under Throughout the terms and conditions of the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Term, Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of enter into any Management Agreement without the prior consent written approval of Lender (Lessor, in each instance, which consent approval shall not be unreasonably withheld. Lessee shall not, without the prior written approval of Lessor, in each instance, which approval shall not be unreasonably withheld, agree to or allow: (a) any change in the Manager or change in the ownership or control of the Manager, (b) the termination of any Management Agreement (other than in connection with the exercise by Lessee of any of its remedies under the Management Agreement as a result of any default by the Manager thereunder), (c) any assignment by the Manager of its interest under the Management Agreement or (d) any material amendment of the Management Agreement. In addition, Lessee shall, at its sole cost and expense, promptly and fully perform or cause to be performed every covenant, condition, promise and obligation of the licensed operator of the Leased Property under any Management Agreement. Each Management Agreement shall provide that Lessor shall be void and provided notice of no force and effect. (iii) If any Borrower or Operating defaults thereunder and, at Lessor's option, an opportunity to cure such default. Lessee shall furnish to Lessor, within three (3) days after receipt thereof, or after the mailing or service thereof by Lessee, as the case may be, a copy of each notice of default which Lessee shall give to, or receive from any Person, based upon the occurrence, or alleged occurrence, of any default in the performance or observance of any material termcovenant, covenant condition, promise or condition of obligation under any Management Agreement Agreement. Whenever and as often as Lessee shall fail to perform, promptly and fully, at its sole cost and expense, any covenant, condition, promise or obligation on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms licensed operator of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, Leased Property under and without waiving or releasing any Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, pursuant 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 such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower Lessor, or Operating Lessee is not contesting said default in good faith in accordance with the terms a lawfully appointed receiver of the Management AgreementLeased Property, such notice shall constitute full protection to Lender for may, at their respective options (and without any action taken or omitted to be taken by Lender in good faith, in reliance thereon. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail obligation to do so), which power after five (5) days' prior notice to Lessee (except in the case of attorney shall be irrevocable an emergency) enter upon the Leased Property and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lenderperform, shall be deemed to constitute a portion of the Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager performed, such work, labor, services, acts or things, and take such other steps and do such other acts as they may deem advisable, to cure such defaulted covenant, condition, promise or obligation, and any amount so paid or advanced by Lessor or such receiver and all costs and expenses reasonably incurred in connection therewith (A) certifying (1) that the Management Agreement is unmodified including, without limitation, attorneys' fees and in full force expenses and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modificationscourt costs), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether shall be a demand obligation of Lessee to Lessor or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a defaultreceiver, and, if so, specifying each Lessor shall have the same rights and remedies for failure to pay such default or occurrence of which Manager may have knowledge; and (C) stating such costs on demand as for Xxxxxx's failure to pay any other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lendersums due hereunder. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.

Management Agreements. (ia) Each Individual Property shall be If the Improvements are operated under the terms and conditions of that certain management agreement dated April 1, 1998 between Wellsford Capital (predecessor-in-interest to Borrower), as owner, and Xxxxxxx Xxxx Operations, Inc. (the applicable "Manager"), the owner's interest in which was assigned to Borrower by that certain instrument of assignment dated as of the date hereof (hereinafter, together with any renewals or replacements thereof, being referred to as the "Management Agreement. Each "), which Management Agreement has been approved by Lender, Borrower shall or shall cause the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (yi) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of each the Management Agreement on the part of the owner thereunder 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 said owner Borrower under each the Management Agreement, Agreement and (zii) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner Borrower in the performance or observance of any of the terms, covenants or conditions of any the Management Agreement on the part of the owner thereunder Borrower to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under . Borrower shall not surrender the Management Agreement, report regarding operations at consent to the related Individual Property, estimates assignment by the Manager of any monetary nature and any other items reasonably requested its interest under the Management Agreement (to the extent such consent is required by Lender, in each case received by any Borrower or Operating Lessee under any the Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any the Management Agreement or modify, change, supplement, alter or amendamend the Management Agreement, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness Debt and for the performance and observance of the terms, covenants and conditions of this Loan AgreementSecurity Instrument, any and all the rights, privileges and prerogatives of each Borrower to surrender any the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, amend the Management Agreement in any material respect, any Management Agreement, and any such surrender of any the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any the Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) . If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any the Management Agreement on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreementobserved, then, without limiting the generality of the other provisions of this AgreementSecurity Instrument, and without waiving or releasing any 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 such the Management Agreement on the part of the owner Borrower to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such the Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 the Manager under the Management Agreement shall deliver to Lender a copy of any notice sent to any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of 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. (iv) Each . 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 (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each the Management Agreement upon demand by Lender made at any time within ninety one (901) days prior to year of the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do soBorrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) . Any sums expended by Lender pursuant to this Section 3.13 shall bear interest at the Default Rate (hereinafter defined) from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the IndebtednessDebt, shall be secured by the lien of the Mortgage this Security Instrument and the other Loan Other Security Documents and shall be immediately due and payable within two (2) Business Days after upon demand by Lender therefor. (vib) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term Without limitation of the Loan foregoing, if (unless i) the Manager shall become insolvent, or (xii) an Event of Default has occurred shall occur and be continuing, then Lender, at its option, may require Borrower to engage a bona fide, independent third party management agent approved by Lender in its sole discretion (the "New Manager") to manage the Property. The New Manager shall be engaged by Borrower pursuant to a written management agreement that complies with the terms hereof and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable otherwise satisfactory to Lender in its discretionall respects.

Management Agreements. (i) Each Individual Property shall be The Improvements have been operated under the terms and conditions of that certain management agreement entered into between Borrower and the applicable manager (the "Manager") set forth therein delivered to, and approved by, Lender (hereinafter, together with any renewals or replacements thereof, being referred to as the "Management Agreement"). Each Xxxxxxxx acknowledges that Xxxxxx has examined and relied on the Manager's experience in operating properties such as the Property in agreeing to make the loan secured hereby, and that Xxxxxx will continue to rely on the Manager's management of the Property as a means of maintaining the value of the Property as security for repayment of the Debt. Borrower shall or shall cause the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (yi) diligently perform, perform and observe and enforce all of the terms, covenants and conditions of each the Management Agreement on the part of the owner thereunder 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 said owner Borrower under each the Management Agreement, Agreement and (zii) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner Borrower in the performance or observance of any of the terms, covenants or conditions of any the Management Agreement on the part of the owner thereunder Borrower to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice. Borrower shall not surrender the Management Agreement, consent to the assignment by the Manager of its rights and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default obligations under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any the Management Agreement or modify, change, supplement, alter or amendamend the Management Agreement, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness Debt and for the performance and observance of the terms, covenants and conditions of this Loan AgreementSecurity Instrument, any and all the rights, privileges and prerogatives of each Borrower to surrender any the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, amend the Management Agreement in any material respect, any Management Agreement, and any such surrender of any the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any the Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) , provided, however, that this provision shall not limit the Manager's right to assign any or the Borrower's right to consent to any assignment by Manager of any revenues deriving from the Management Agreement. If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any the Management Agreement on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreementobserved, then, without limiting the generality of the other provisions of this AgreementSecurity Instrument, and without waiving or releasing any 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 such the Management Agreement on the part of the owner Borrower to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such the Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 the Manager under the Management Agreement shall deliver to Lender a copy of any notice sent to any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of 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. (iv) Each . 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 Xxxxxx. Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each the Management Agreement upon demand by Lender Xxxxxx made at any time within ninety one (901) days prior to year of the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do soBorrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.. Notwithstanding anything to the contrary contained herein, Xxxxxxxx may replace the Manager or accept the resignation of the Manager or consent to a transfer by the Manager, provided: (v1) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an No Event of Default has shall have occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and continuing; (2) the date through which new manager or holder of the management fees due under the Management Agreement have been paid; (B) stating whether stock or not partnership interest shall be a person, firm or corporation whose character, financial strength, stability and experience shall be similar to the best knowledge existing Manager and otherwise have Adequate Real Estate Experience; (3) the new manager shall deliver all organizational documentation and other materials evidencing its Adequate Real Estate Experience and otherwise be acceptable to Lender; (4) the Borrower shall pay the reasonable costs and expenses of Manager Xxxxxx and Xxxxxx's counsel incurred in connection with the review and approval of such new manager; and (15) there is a continuing default by Borrower or Operating Lessee in the performance or observance terms of any covenant, new management agreement or condition contained in affecting the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall Property must be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretionall respects, provided, however, if the terms and conditions of the new management agreement shall be substantially similar to the Management Agreement and the management fee due thereunder is no greater than the fee provided in the Management Agreement, such new management agreement shall be deemed acceptable to Lender.

Management Agreements. From and after the Commencement Date, neither the Lessee, nor any Sublessee (iother than Deaconess and any other Sublessee that is not an Affiliate of the Lessee) Each Individual Property shall enter into any Management Agreement, without the prior written approval of the Lessor, in each instance, which approval shall not be operated unreasonably withheld. The Lessee shall not, without the prior written approval of the Lessor, in each instance, which approval shall not be unreasonably withheld, agree to or allow: (a) any change in the Manager or change in the ownership or control of the Manager, (b) any change in the Management Agreement, (c) the termination of any Management Agreement (other than in connection with the exercise by the Lessee of any of its remedies under the terms and conditions Management Agreement as a result of any default by the Manager thereunder), (d) any assignment by the Manager of its interest under the Management Agreement or (e) any material amendment of the applicable Management Agreement. In addition, the Lessee and every Sublessee (other than Deaconess and any other Sublessee that is not an Affiliate of the Lessee) shall, at their sole cost and expense, promptly and fully perform or cause to be performed every covenant, condition, promise and obligation of the licensed operator of the Leased Property under any Management Agreement. Each Borrower Management Agreement shall provide that the Lessor shall be provided notice of any defaults thereunder and, at the Lessor's option, an opportunity to cure such default. The Lessee and any Sublessee (other than Deaconess and any other Sublessee that is not an Affiliate of the Lessee) shall furnish to the Lessor, within three (3) days after receipt thereof, or shall cause after the applicable Operating Lessee to (x) pay all sums required to be paid mailing or service thereof by the owner Lessee or such Sublessee, as the case may be, a copy of each notice of default which the Lessee or such Sublessee shall give to, or receive from any Person, based upon the occurrence, or alleged occurrence, of any default in the performance of any covenant, condition, promise or obligation under each any Management Agreement, . Whenever and as often as the Lessee or any Sublessee (yother than Deaconess and any other Sublessee that is not an Affiliate of the Lessee) diligently shall fail to perform, observe promptly and enforce all of the termsfully, covenants at its sole cost and conditions of each Management Agreement expense, any covenant, condition, promise or obligation on the part of the owner thereunder licensed operator of the Leased Property under and pursuant to any Management Agreement, the Lessor, or a lawfully appointed receiver of the Leased Property, may, at their respective options (and without any obligation to do so), after five (5) days' prior notice to the Lessee (except in the case of an emergency) enter upon the Leased Property and perform, or cause to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreementsuch work, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance labor, services, acts or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such noticethings, and (aa) promptly deliver take such other steps and do such other acts as they may deem advisable, to Lender a copy of each financial statementcure such defaulted covenant, business plancondition, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower promise or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreementobligation, and any amount so paid or advanced by the Lessor or such surrender of any Management Agreement or terminationreceiver and all costs and expenses reasonably incurred in connection therewith (including, cancellationwithout limitation, modificationattorneys' fees and expenses and court costs), change, supplement, alteration or amendment of any Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part a demand obligation of the Borrower Lessee to the Lessor or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained thereinsuch receiver, and Borrower or Operating Lessee is not contesting and, the validity of such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any Borrower from any of its obligations hereunder, Lender Lessor shall have the right, but shall be under no obligation, same rights and remedies for failure to pay such costs on demand as for the Lessee's failure to pay any other sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any 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 any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of 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 thereondue hereunder. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section 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 Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.