Common use of Management of Collateral Clause in Contracts

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management Agreement, Approved Property Manager shall agree that the Approved Management Agreement and the incentive fee payable thereunder are subject and subordinate to the Indebtedness. Maryland Guarantor may from time to time, with Lender’s consent (subject to the terms of this Section 5.10(a)), appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and such successor manager shall execute for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. Lender shall not withhold its consent to the appointment of any replacement property manager that (a) is a reputable and experienced third-party management organization, (b) possesses no less than ten years’ experience in managing hotel properties similar in size, quality and value to the Property, (c) has been approved by the Approved Franchisor, (d) manages at least 10 hotels in multiple states, with multiple franchisors and with at least an aggregate of 2,000 rooms and (e) is appointed pursuant to an Approved Management Agreement with substantially comparable economics as the existing Approved Management Agreement, including (1) no greater than a 3.0% base management fee and (2) per annum fees (including any incentive fees) that do not exceed the fees specified in the Approved Management Agreement. Lender shall confirm any proposed Approved Property Manager’s compliance with the foregoing within 10 Business Days of Lender’s receipt of Maryland Guarantor’s written request together with all information reasonably necessary to make such determination. If Lender shall fail to respond within such 10 Business Day period, Maryland Guarantor shall have the right to send Lender a notice requesting Lender to respond within 5 Business Days in an envelope and letter marked “LENDER’S IMMEDIATE ATTENTION REQUIRED — FAILURE TO RESPOND WITHIN 5 BUSINESS DAYS SHALL CONSTITUTE A DEEMED CONSENT.” If Lender shall fail to respond within such 5 Business Day period, Lender shall have been deemed to have confirmed such proposed Approved Property Manager’s compliance with the foregoing requirements. (b) The Property shall be branded at all times by an Approved Franchisor pursuant to an Approved Franchise Agreement. Lender shall have the rights and remedies granted to Lender under the Franchisor Comfort Letter. Maryland Guarantor may from time to time appoint an Approved Franchisor to brand the Property pursuant to an Approved Franchise Agreement, and such successor franchisor shall execute for Lender’s benefit a franchisor comfort letter in form and substance reasonably satisfactory to Lender. In no event shall it be deemed unreasonable for Lender to require that the franchisor comfort letter delivered by any successor franchisor be substantially in the form of the Franchisor Comfort Letter. The per annum fees of the Approved Franchisor shall not exceed the fees specified in the Approved Franchise Agreement. (c) Maryland Guarantor shall cause each Approved Property Manager (including any successor Approved Property Manager) to maintain at all times worker’s compensation insurance as required by Governmental Authorities. (d) Maryland Guarantor shall notify Lender in writing of any default of (i) Maryland Guarantor, Operating Lessee or the Approved Property Manager under the Approved Management Agreement and (ii) Maryland Guarantor, Operating Lessee or the Approved Franchisor under the Approved Franchise Agreement, in each case, after the expiration of any applicable cure periods, of which Maryland Guarantor has actual knowledge. After reasonable notice to Maryland Guarantor, Lender shall have the right to cure defaults of Maryland Guarantor or Operating Lessee under (i) the Approved Management Agreement (in accordance with the Subordination of Management Agreement) and (ii) the Approved Franchise Agreement (in accordance with the Franchisor Comfort Letter). Any out-of-pocket expenses incurred by Lender to cure any such default shall constitute a part of the Indebtedness and shall be due from Borrower upon demand by Lender. (e) Upon an Event of Default followed by acceleration of the Loan, Lender may, in its sole discretion (in accordance with Section 3(d) of the Subordination of Management Agreement), require Maryland Guarantor to cause the termination of the Approved Management Agreement and the engagement of an Approved Property Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement. (f) If Lender forecloses on the Property, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee, if any, shall be the sole obligation of Maryland Guarantor), terminate or require Maryland Guarantor to cause the termination of the Approved Franchise Agreement as provided in the Franchisor Comfort Letter and the engagement of an Approved Franchisor selected by Lender to serve as replacement Approved Franchisor pursuant to an Approved Franchise Agreement. In the event of (i) a material default by the Approved Franchisor under the Approved Franchise Agreement after the expiration of any applicable cure period or (ii) the filing of a bankruptcy petition or the occurrence of a similar event with respect to the Approved Franchisor, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee shall be the sole obligation of Maryland Guarantor ), require Maryland Guarantor to cause the termination of the Approved Franchise Agreement (to the extent provided in the Franchisor Comfort Letter) and the engagement of a new Approved Franchisor. (g) Maryland Guarantor shall promptly deliver to Approved Property Manager, in accordance with Section 4.02(b) of the Approved Management Agreement, any notice of default or Event of Default delivered to Obligor under this Agreement.

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management AgreementAgreement or Agreements, each Approved Property Manager shall agree that the its Approved Management Agreement Agreement, and the all fees thereunder (including any incentive fee payable thereunder fees) are subject and subordinate to the Indebtedness. Maryland Guarantor Borrower may from time to timetime appoint a successor manager, with Lender’s consent (subject to the terms of this Section 5.10(a)), appoint which successor manager shall be an Approved Property Manager Manager, to manage the Property pursuant to an Approved Management Agreement, and such successor manager shall execute for Lender’s 's benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. Lender shall not withhold its consent to the appointment of any replacement property manager that (a) is a reputable and experienced third-party management organization, (b) possesses no less than ten years’ experience in managing hotel properties similar in size, quality and value to the Property, (c) has been approved by the Approved Franchisor, (d) manages at least 10 hotels in multiple states, with multiple franchisors and with at least an aggregate of 2,000 rooms and (e) is appointed pursuant to an Approved Management Agreement with substantially comparable economics as the existing Approved Management Agreement, including (1) no greater than a 3.0% base management fee and (2) per annum fees (including any incentive fees) that do not exceed the fees specified in the Approved Management Agreement. Lender shall confirm any proposed Approved Property Manager’s compliance with the foregoing within 10 Business Days of Lender’s receipt of Maryland Guarantor’s written request together with all information reasonably necessary to make such determination. If Lender shall fail to respond within such 10 Business Day period, Maryland Guarantor shall have the right to send Lender a notice requesting Lender to respond within 5 Business Days in an envelope and letter marked “LENDER’S IMMEDIATE ATTENTION REQUIRED — FAILURE TO RESPOND WITHIN 5 BUSINESS DAYS SHALL CONSTITUTE A DEEMED CONSENT.” If Lender shall fail to respond within such 5 Business Day period, Lender shall have been deemed to have confirmed such proposed Approved Property Manager’s compliance with the foregoing requirements. (b) The Property shall be branded at all times by an Approved Franchisor pursuant to an Approved Franchise Agreement. Lender shall have the rights and remedies granted to Lender under the Franchisor Comfort Letter. Maryland Guarantor may from time to time appoint an Approved Franchisor to brand the Property pursuant to an Approved Franchise Agreement, and such successor franchisor shall execute for Lender’s benefit a franchisor comfort letter in form and substance reasonably satisfactory to Lender. In no event shall it be deemed unreasonable for Lender to require that the franchisor comfort letter delivered by any successor franchisor be substantially in the form of the Franchisor Comfort Letter. The per annum fees of the Approved Franchisor Property Manager (including any incentive fees) shall not not, at any time, exceed 2.5% of the fees specified in gross revenues of the Approved Franchise AgreementProperty for the then most recently concluded Test Period. (cb) Maryland Guarantor Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager) to maintain at all times worker’s 's compensation insurance as required by Governmental Authorities. (dc) Maryland Guarantor Borrower shall notify Lender in writing of any material default of (i) Maryland Guarantor, Operating Lessee Borrower or the Approved Property Manager under the Approved Management Agreement and (ii) Maryland Guarantor, Operating Lessee or the Approved Franchisor under the Approved Franchise Agreement, in each case, after the expiration of any applicable cure periods, of which Maryland Guarantor Borrower has actual knowledge. After reasonable notice to Maryland Guarantor, Lender shall have the right right, after reasonable notice to cure defaults of Maryland Guarantor or Operating Lessee under (i) the Approved Management Agreement (Borrower and in accordance with the Subordination of Management Agreement) and (ii) , to cure defaults of Borrower under the Approved Franchise Agreement (in accordance with the Franchisor Comfort Letter)Management Agreement. Any reasonable out-of-pocket expenses incurred by Lender to cure any such default shall constitute a part of the Indebtedness and shall be due from Borrower upon demand by Lender. (ed) Upon an If, after Borrower shall have entered into a Management Agreement in accordance with the terms hereof, (a) a monetary Event of Default followed has occurred and is continuing, (b) with respect to any property manager that is not an affiliate of Borrower, a material default on the part of such property manager (as determined by acceleration of the Loan, Lender may, in its sole discretion and absolute discretion) occurs and is continuing under the terms of any Management Agreement or (in accordance with Section 3(dc) the Manager shall become insolvent, Borrower shall, at the request of Lender, terminate the Subordination of Management Agreement), require Maryland Guarantor to cause the termination of the Approved Management Agreement and replace the engagement of Manager with an Approved Property Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement. (f) If Lender forecloses on the Property, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee, if any, shall be the sole obligation of Maryland Guarantor), terminate or require Maryland Guarantor to cause the termination of the Approved Franchise Agreement as provided in the Franchisor Comfort Letter and the engagement of an Approved Franchisor selected by Lender to serve as replacement Approved Franchisor pursuant to an Approved Franchise Agreement. In the event of (i) a material default by the Approved Franchisor under the Approved Franchise Agreement after the expiration of any applicable cure period or (ii) the filing of a bankruptcy petition or the occurrence of a similar event with respect to the Approved Franchisor, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee shall be the sole obligation of Maryland Guarantor ), require Maryland Guarantor to cause the termination of the Approved Franchise Agreement (to the extent provided in the Franchisor Comfort Letter) and the engagement of a new Approved Franchisor. (g) Maryland Guarantor shall promptly deliver to Approved Property Manager, in accordance with this Section 4.02(b) of the Approved Management Agreement, any notice of default or Event of Default delivered to Obligor under this Agreement5.10.

Management of Collateral. (a) The Each Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management Agreement, Approved Property Manager shall agree that the Approved Management Agreement and the incentive fee payable thereunder are subject and subordinate to the Indebtedness. Maryland Guarantor Borrower may from time to time, with Lender’s consent (and subject to satisfaction of the terms of this Section 5.10(a))Rating Condition, appoint an a replacement Approved Property Manager to manage one or more of the Property Properties pursuant to an Approved Management Agreement, and such successor manager shall execute for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. Lender shall not withhold its Any request for Lender’s consent to the appointment of any a replacement property Approved Property Manager shall be made in writing and accompanied by the proposed management agreement and such information regarding the proposed replacement Approved Property Manager that would allow Lender to evaluate the same (including, the number of hotels and rooms under management, the geographic regions in which such managed properties are located, the flags related to such managed properties and the number of years the proposed manager that (a) is a reputable and experienced third-party management organization, (b) possesses no less than ten years’ experience in managing hotel properties similar in size, quality and value to the Property, (c) has been approved by the Approved Franchisor, (d) manages at least 10 hotels in multiple states, with multiple franchisors and with at least an aggregate of 2,000 rooms and (e) is appointed pursuant to an Approved Management Agreement with substantially comparable economics as the existing Approved Management Agreement, including (1) no greater than a 3.0% base management fee and (2) per annum fees (including any incentive fees) that do not exceed the fees specified in the Approved Management Agreementmanaging such properties). If Lender shall confirm any proposed fail to respond to Borrower’s request to approve or disapprove a replacement Approved Property Manager’s compliance with the foregoing Manager within 10 ten Business Days of Lender’s receipt of Maryland Guarantor’s written such request together with and all information reasonably necessary required information, Borrower may deliver to make such determination. If Lender shall fail to respond within such 10 Business Day period, Maryland Guarantor shall have the right to send Lender a notice requesting Lender to respond within 5 Business Days second request for consent stating in an envelope bold and letter marked capitalized type that “LENDER’S IMMEDIATE ATTENTION REQUIRED — FAILURE TO RESPOND TO THE ENCLOSED REQUEST WITHIN 5 TEN BUSINESS DAYS SHALL CONSTITUTE A BE DEEMED CONSENTLENDER’S APPROVAL.” If In the event Lender fails to approve or disapprove such request, or request additional information, within ten Business Days of Lender’s receipt of such second request, such request shall fail to respond within such 5 Business Day period, Lender shall have been be deemed to have confirmed such proposed Approved Property Manager’s compliance with the foregoing requirementsapproved. (b) The Property Properties shall be branded at all times by an Approved Franchisor pursuant to an Approved Franchise Agreement. Lender shall have the rights and remedies granted to Lender under the Franchisor Comfort Letter. Maryland Guarantor may from time to time appoint an Approved Franchisor to brand as “Affinia”, except for the Property pursuant branded as “The Xxxxxxxx”, which shall continue to an Approved Franchise Agreement, and such successor franchisor shall execute for Lender’s benefit a franchisor comfort letter in form and substance reasonably satisfactory to Lender. In no event shall it be deemed unreasonable for Lender to require that the franchisor comfort letter delivered by any successor franchisor be substantially in the form of the Franchisor Comfort Letter. branded at all times as “The per annum fees of the Approved Franchisor shall not exceed the fees specified in the Approved Franchise AgreementXxxxxxxx”. (c) Maryland Guarantor Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager) to maintain at all times worker’s compensation insurance as required by Governmental Authorities. (d) Maryland Guarantor Borrower shall notify Lender in writing of any default of (i) Maryland GuarantorBorrower, Operating Lessee or the Approved Property Manager under the any Approved Management Agreement and (ii) Maryland Guarantor, Operating Lessee or the Approved Franchisor under the Approved Franchise Agreement, in each case, after the expiration of any applicable cure periods, of which Maryland Guarantor Borrower has actual knowledge. After reasonable notice to Maryland GuarantorBorrower, Lender shall have the right to cure defaults of Maryland Guarantor Borrower or Operating Lessee under (i) the any Approved Management Agreement (in accordance with the Subordination of Management Agreement) and (ii) the Approved Franchise Agreement (in accordance with the Franchisor Comfort Letter). Any out-of-pocket expenses incurred by Lender to cure any such default shall constitute a part of the Indebtedness and shall be due from Borrower upon demand by Lender. (e) Upon an Event of Default followed by acceleration of the Loan, Lender may, in its sole discretion (in accordance with Section 3(d) of the applicable Subordination of Management Agreement), require Maryland Guarantor Borrower or Operating Lessee to cause the termination of the one or more Approved Management Agreement Agreements and the engagement of to engage an Approved Property Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement. (f) If Lender forecloses on the Property, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee, if any, shall be the sole obligation of Maryland Guarantor), terminate or require Maryland Guarantor to cause the termination of the Approved Franchise Agreement as provided in the Franchisor Comfort Letter and the engagement of an Approved Franchisor selected by Lender to serve as replacement Approved Franchisor pursuant to an Approved Franchise Agreement. In the event of (i) a material default by the Approved Franchisor under the Approved Franchise Agreement after the expiration of any applicable cure period or (ii) the filing of a bankruptcy petition or the occurrence of a similar event with respect to the Approved Franchisor, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee shall be the sole obligation of Maryland Guarantor ), require Maryland Guarantor to cause the termination of the Approved Franchise Agreement (to the extent provided in the Franchisor Comfort Letter) and the engagement of a new Approved Franchisor. (g) Maryland Guarantor shall promptly deliver to Approved Property Manager, in accordance with Section 4.02(b) of the Approved Management Agreement, any notice of default or Event of Default delivered to Obligor under this Agreement.

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management AgreementAgreement or Agreements, each Approved Property Manager shall agree that the its Approved Management Agreement and the all fees thereunder (including any incentive fee payable thereunder fees) are subject and subordinate to the Indebtedness. Maryland Guarantor Borrower may from time to time, with Lender’s consent (subject to the terms of this Section 5.10(a)), time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and such successor manager shall execute for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. Lender shall not withhold its consent to the appointment of any replacement property manager that (a) is a reputable and experienced third-party management organization, (b) possesses no less than ten years’ experience in managing hotel properties similar in size, quality and value to the Property, (c) has been approved by the Approved Franchisor, (d) manages at least 10 hotels in multiple states, with multiple franchisors and with at least an aggregate of 2,000 rooms and (e) is appointed pursuant to an Approved Management Agreement with substantially comparable economics as the existing Approved Management Agreement, including (1) no greater than a 3.0% base management fee and (2) per annum fees (including any incentive fees) that do not exceed the fees specified in the Approved Management Agreement. Lender shall confirm any proposed Approved Property Manager’s compliance with the foregoing within 10 Business Days of Lender’s receipt of Maryland Guarantor’s written request together with all information reasonably necessary to make such determination. If Lender shall fail to respond within such 10 Business Day period, Maryland Guarantor shall have the right to send Lender a notice requesting Lender to respond within 5 Business Days in an envelope and letter marked “LENDER’S IMMEDIATE ATTENTION REQUIRED — FAILURE TO RESPOND WITHIN 5 BUSINESS DAYS SHALL CONSTITUTE A DEEMED CONSENT.” If Lender shall fail to respond within such 5 Business Day period, Lender shall have been deemed to have confirmed such proposed Approved Property Manager’s compliance with the foregoing requirements. (b) The Property shall be branded at all times by an Approved Franchisor pursuant to an Approved Franchise Agreement. Lender shall have the rights and remedies granted to Lender under the Franchisor Comfort Letter. Maryland Guarantor may from time to time appoint an Approved Franchisor to brand the Property pursuant to an Approved Franchise Agreement, and such successor franchisor shall execute for Lender’s benefit a franchisor comfort letter in form and substance reasonably satisfactory to Lender. In no event shall it be deemed unreasonable for Lender to require that the franchisor comfort letter delivered by any successor franchisor be substantially in the form of the Franchisor Comfort Letter. The per annum fees of the Approved Franchisor Property Manager (including any incentive fees) shall not not, at any time, exceed 3% of the fees specified in gross revenues of the Approved Franchise AgreementProperty for the then most recently concluded Test Period. (cb) Maryland Guarantor Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager) to maintain at all times worker’s compensation insurance as required by Governmental Authorities. (dc) Maryland Guarantor Borrower shall notify Lender in writing of any default of (i) Maryland Guarantor, Operating Lessee Borrower or the Approved Property Manager under the Approved Management Agreement and (ii) Maryland Guarantor, Operating Lessee or the Approved Franchisor under the Approved Franchise Agreement, in each case, after the expiration of any applicable cure periods, of which Maryland Guarantor Borrower has actual knowledge. After reasonable notice to Maryland Guarantor, Lender shall have the right right, after reasonable notice to cure defaults of Maryland Guarantor or Operating Lessee under (i) the Approved Management Agreement (Borrower and in accordance with the Subordination of Management Agreement) and (ii) , to cure defaults of Borrower under the Approved Franchise Agreement (in accordance with the Franchisor Comfort Letter)Management Agreement. Any reasonable out-of-pocket expenses incurred by Lender to cure any such default shall constitute a part of the Indebtedness and shall be due from Borrower upon demand by Lender. (ed) Upon the occurrence and during the continuance of an Event of Default followed Default, or a material default by acceleration the Approved Property Manager under the Approved Management Agreement after the expiration of any applicable cure period or upon the Loanfiling of a bankruptcy petition or the occurrence of a similar event with respect to the Approved Property Manager, Lender may, in its sole discretion (in accordance with Section 3(d) of the Subordination of Management Agreement)discretion, require Maryland Guarantor Borrower to cause the termination of terminate the Approved Management Agreement and the engagement of engage an Approved Property Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement. (f) If Lender forecloses on the Property, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee, if any, shall be the sole obligation of Maryland Guarantor), terminate or require Maryland Guarantor to cause the termination of the Approved Franchise Agreement as provided in the Franchisor Comfort Letter and the engagement of an Approved Franchisor selected by Lender to serve as replacement Approved Franchisor pursuant to an Approved Franchise Agreement. In the event of (i) a material default by the Approved Franchisor under the Approved Franchise Agreement after the expiration of any applicable cure period or (ii) the filing of a bankruptcy petition or the occurrence of a similar event with respect to the Approved Franchisor, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee shall be the sole obligation of Maryland Guarantor ), require Maryland Guarantor to cause the termination of the Approved Franchise Agreement (to the extent provided in the Franchisor Comfort Letter) and the engagement of a new Approved Franchisor. (g) Maryland Guarantor shall promptly deliver to Approved Property Manager, in accordance with Section 4.02(b) of the Approved Management Agreement, any notice of default or Event of Default delivered to Obligor under this Agreement.

Management of Collateral. (a) The Each Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the respective Subordination of Property Management Agreement, each Approved Property Manager shall agree that the its Approved Management Agreement and all incentive fees payable to the incentive fee payable Approved Property Manager thereunder are subject and subordinate to the Indebtedness. Maryland Guarantor In the event Real Hospitality Group, LLC, shall cease to be the Approved Property Manager for a Property, Borrower may from time to time, with Lender’s consent (subject to the terms of this Section 5.10(a)), appoint an a replacement Approved Property Manager to manage the applicable Property pursuant to an Approved Management Agreement, and such successor manager shall execute for Lender’s benefit a Subordination subordination and non-disturbance of Property Management Agreement property management agreement in form and substance reasonably satisfactory to Lender, Borrower and such replacement Approved Property Manager. Lender shall not withhold its consent to the appointment The per annum base management fees of any replacement property manager that (a) is a reputable and experienced third-party management organization, (b) possesses no less than ten years’ experience in managing hotel properties similar in size, quality and value to the Property, (c) has been approved by the Approved Franchisor, (d) manages at least 10 hotels in multiple states, with multiple franchisors and with at least an aggregate of 2,000 rooms and (e) is appointed pursuant to an Property Manager under each Approved Management Agreement with substantially comparable economics as the existing Approved Management Agreementshall not, including (1) no greater than a 3.0% base management fee and (2) per annum fees (including at any incentive fees) that do not time, exceed the fees specified in the Approved Maximum Management Agreement. Lender shall confirm any proposed Approved Property Manager’s compliance with the foregoing within 10 Business Days of Lender’s receipt of Maryland Guarantor’s written request together with all information reasonably necessary to make such determination. If Lender shall fail to respond within such 10 Business Day period, Maryland Guarantor shall have the right to send Lender a notice requesting Lender to respond within 5 Business Days in an envelope and letter marked “LENDER’S IMMEDIATE ATTENTION REQUIRED — FAILURE TO RESPOND WITHIN 5 BUSINESS DAYS SHALL CONSTITUTE A DEEMED CONSENT.” If Lender shall fail to respond within such 5 Business Day period, Lender shall have been deemed to have confirmed such proposed Approved Property Manager’s compliance with the foregoing requirementsFee. (b) The Property shall be branded at all times by an Approved Franchisor pursuant to an Approved Franchise Agreement. Lender shall have the rights and remedies granted to Lender under the Franchisor Comfort Letter. Maryland Guarantor may from time to time appoint an Approved Franchisor to brand the Property pursuant to an Approved Franchise Agreement, and such successor franchisor shall execute for Lender’s benefit a franchisor comfort letter in form and substance reasonably satisfactory to Lender. In no event shall it be deemed unreasonable for Lender to require that the franchisor comfort letter delivered by any successor franchisor be substantially in the form of the Franchisor Comfort Letter. The per annum fees of the Approved Franchisor shall not exceed the fees specified in the Approved Franchise Agreement. (c) Maryland Guarantor Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager) to maintain at all times worker’s compensation insurance as required by Governmental Authorities. (dc) Maryland Guarantor Borrower shall notify Lender in writing of any default of (i) Maryland GuarantorBorrower, Operating Lessee or the Approved Property Manager under the any Approved Management Agreement and (ii) Maryland Guarantor, Operating Lessee or the Approved Franchisor under the Approved Franchise Agreement, in each case, after the expiration of any applicable cure periods, of which Maryland Guarantor Borrower has actual knowledge. After reasonable notice Subject to Maryland Guarantorthe terms of the applicable Subordination of Management Agreement, Lender shall have the right right, after reasonable notice to Borrower, to cure defaults of Maryland Guarantor Borrower or Operating Lessee under (i) the such Approved Management Agreement (in accordance with the Subordination of Management Agreement) and (ii) the Approved Franchise Agreement (in accordance with the Franchisor Comfort Letter). Any out-of-pocket expenses incurred by Lender to cure any such default shall constitute a part of the Indebtedness and shall be due from Borrower upon demand by Lender. (ed) Upon During the continuance of a material default by the Approved Property Manager under an Event Approved Management Agreement (after the expiration of Default followed by acceleration of the Loanany applicable notice and/or cure periods), Lender may, in its sole discretion (in accordance with Section 3(d) of shall have the Subordination of right to require Borrower to exercise any and all available remedies under such Approved Management Agreement), require Maryland Guarantor to cause and if the exercise of such remedies shall result in the termination of the such Approved Management Agreement and the engagement of Agreement, engage an Approved Property Manager selected by reasonably acceptable to Lender to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement. Notwithstanding anything to the contrary contained herein or in any other Loan Document, Lender’s approval of any replacement Approved Management Agreement shall be subject to such agreement providing for a cash management system that is reasonably acceptable to Lender and, as a condition to Lender’s approval of any replacement Approved Management Agreement, Lender may require this Agreement and the Cash Management Agreement to be amended to the extent required to conform such agreements to any such cash management system. (fe) If Subject to any closure of the Hyatt Herald Square necessary to complete the Capital Plan, each Property shall at all times be branded pursuant to an Approved Franchise Agreement between Borrower or Operating Lessee and an Approved Franchisor. Except with respect to the Holiday Inn Franchise Agreement, each Approved Franchisor shall execute and deliver to Lender forecloses on a franchisor comfort letter reasonably acceptable to Lender. During the Propertycontinuance of a material default by the Approved Franchisor under an Approved Franchise Agreement (after the expiration of any applicable notice and/or cure periods), Lender mayshall have the right to require Borrower to exercise any and all available remedies under such Approved Franchise Agreement, and if the exercise of such remedies shall result in its sole discretion (and without any obligation to pay any related termination fee, which termination fee, if any, shall be the sole obligation of Maryland Guarantor), terminate or require Maryland Guarantor to cause the termination of the such Approved Franchise Agreement as provided in the Franchisor Comfort Letter and the engagement of Agreement, engage an Approved Franchisor selected by reasonably acceptable to Lender to serve as replacement Approved Franchisor pursuant to an Approved Franchise Agreement. In the event of (i) a material default by the Approved Franchisor under the Approved Franchise Agreement after the expiration of any applicable cure period or (ii) the filing of a bankruptcy petition or the occurrence of a similar event with respect to the Approved Franchisor, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee shall be the sole obligation of Maryland Guarantor ), require Maryland Guarantor to cause the termination of the Approved Franchise Agreement (to the extent provided in the Franchisor Comfort Letter) and the engagement of a new Approved Franchisor. (g) Maryland Guarantor shall promptly deliver to Approved Property Manager, in accordance with Section 4.02(b) of the Approved Management Agreement, any notice of default or Event of Default delivered to Obligor under this Agreement.

Management of Collateral. (a) The Each Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management AgreementAgreement or Agreements, each Approved Property Manager shall agree that the its Approved Management Agreement and the all fees thereunder (including any incentive fee payable thereunder fees) are subject and subordinate to the IndebtednessIndebtedness (provided that there shall be no obligation to repay any fees received and earned prior to the occurrence of an Event of Default). Maryland Guarantor Borrower may from time to time, with Lender’s consent (subject to the terms of this Section 5.10(a)), time appoint an Approved Property Manager to manage the applicable Property pursuant to an Approved Management Agreement, and provided that (i) no Event of Default is continuing, (ii) Lender receives at least 30 days’ prior written notice of same, (iii) such successor manager shall execute and deliver to Lender for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. Lender shall not withhold its consent to the appointment of any replacement property manager that (a) is a reputable and experienced third-party management organization, (b) possesses no less than ten years’ experience in managing hotel properties similar in size, quality and value to the Property, (c) has been approved by the Approved Franchisor, (d) manages at least 10 hotels in multiple states, with multiple franchisors and with at least an aggregate of 2,000 rooms and (eiv) if such Approved Property Manager is appointed pursuant an affiliate of Borrower, Borrower shall deliver to an Lender a new nonconsolidation opinion reasonably acceptable to Lender with respect to such Approved Management Agreement with substantially comparable economics as the existing Property Manager and new Approved Management Agreement, including (1) no greater than a 3.0% base management fee and (2) per annum fees (including any incentive fees) that do not exceed the fees specified in the Approved Management Agreement. Lender shall confirm any proposed Approved Property Manager’s compliance with the foregoing within 10 Business Days of Lender’s receipt of Maryland Guarantor’s written request together with all information reasonably necessary to make such determination. If Lender shall fail to respond within such 10 Business Day period, Maryland Guarantor shall have the right to send Lender a notice requesting Lender to respond within 5 Business Days in an envelope and letter marked “LENDER’S IMMEDIATE ATTENTION REQUIRED — FAILURE TO RESPOND WITHIN 5 BUSINESS DAYS SHALL CONSTITUTE A DEEMED CONSENT.” If Lender shall fail to respond within such 5 Business Day period, Lender shall have been deemed to have confirmed such proposed Approved Property Manager’s compliance with the foregoing requirements. (b) The Property shall be branded at all times by an Approved Franchisor pursuant to an Approved Franchise Agreement. Lender shall have the rights and remedies granted to Lender under the Franchisor Comfort Letter. Maryland Guarantor may from time to time appoint an Approved Franchisor to brand the Property pursuant to an Approved Franchise Agreement, and such successor franchisor shall execute for Lender’s benefit a franchisor comfort letter in form and substance reasonably satisfactory to Lender. In no event shall it be deemed unreasonable for Lender to require that the franchisor comfort letter delivered by any successor franchisor be substantially in the form of the Franchisor Comfort Letter. The per annum fees of the Approved Franchisor Property Manager (including any incentive fees) shall not, at any time, exceed the Maximum Management Fee, which amount shall not exceed the fees specified in include any amounts payable as a reimbursement of expenses under the Approved Franchise Management Agreement. (cb) Maryland Guarantor Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager) to maintain at all times worker’s compensation insurance as required by Governmental Authorities. (dc) Maryland Guarantor Borrower shall notify Lender in writing of any material default of (i) Maryland Guarantor, Operating Lessee Borrower or the an Approved Property Manager under any of the Approved Management Agreement and (ii) Maryland Guarantor, Operating Lessee or the Approved Franchisor under the Approved Franchise Agreement, in each caseAgreements, after the expiration of any applicable cure periods, of which Maryland Guarantor Borrower has actual knowledge. After reasonable notice to Maryland Guarantor, Lender shall have the right right, after reasonable notice to Borrower and in accordance with such Subordination of Property Management Agreement, to cure defaults of Maryland Guarantor or Operating Lessee Borrower under (i) the such Approved Management Agreement (in accordance with the Subordination of Management Agreement) and (ii) the Approved Franchise Agreement (in accordance with the Franchisor Comfort Letter). Any actual and documented out-of-pocket expenses incurred by Lender to cure any such default shall constitute a part of the Indebtedness and shall be due from Borrower upon demand by Lender. (ed) Upon During the continuance of an Event of Default followed Default, or following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, or during the continuance of a material default by acceleration the Approved Property Manager under the Approved Management Agreement (after the expiration of any applicable notice and/or cure periods), or if the LoanApproved Property Manager files or is the subject of a petition in bankruptcy, or if a trustee or receiver is appointed for the Approved Property Manager’s assets or the Approved Property Manager makes an assignment for the benefit of creditors, or if the Approved Property Manager is adjudicated insolvent, then, in any such case, Lender may, in its sole discretion (in accordance with Section 3(d) of the Subordination of Management Agreement)discretion, terminate or require Maryland Guarantor Borrower to cause the termination of terminate the Approved Management Agreement and the engagement of engage an Approved Property Manager selected by Lender Borrower, or in the event of an Event of Default or following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, selected by Lender, to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement. (fe) If Lender forecloses on the Property, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee, if any, shall be the sole obligation of Maryland Guarantor), terminate or require Maryland Guarantor to cause the termination of the Approved Franchise Agreement as provided in the Franchisor Comfort Letter and the engagement of an Approved Franchisor selected by Lender to serve as replacement Approved Franchisor pursuant to an Approved Franchise Agreement. In the event of (i) a material default by that the Approved Franchisor under Management Agreement is scheduled to expire at any time during the Approved Franchise Agreement after the expiration of any applicable cure period or (ii) the filing of a bankruptcy petition or the occurrence of a similar event with respect to the Approved Franchisor, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee shall be the sole obligation of Maryland Guarantor ), require Maryland Guarantor to cause the termination term of the Approved Franchise Agreement Loan (after giving effect to the extent provided in the Franchisor Comfort Letter) any extensions now or hereafter agreed to by Borrower and the engagement of a new Approved Franchisor. (g) Maryland Guarantor shall promptly deliver to Approved Property Manager), Borrower shall submit to Lender by no later than 30 days prior to such expiration a replacement Approved Management Agreement or a draft replacement management agreement for approval in accordance with Section 4.02(b) of the Approved Management Agreement, any notice of default or Event of Default delivered to Obligor under this Agreementterms and conditions hereof.

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management Agreement, Approved Property Manager shall agree that the Approved Management Agreement and the incentive fee payable thereunder are subject and subordinate to the Indebtedness. Maryland Guarantor Borrower may from time to time, with Lender’s consent (subject to the terms of this Section 5.10(a)), time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and such successor manager shall execute for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. Lender shall not withhold its consent to the appointment of any replacement property manager that (a) is a reputable and experienced third-party management organization, (b) possesses no less than ten years’ experience in managing hotel properties similar in size, quality and value to the Property, (c) has been approved by the Approved Franchisor, (d) manages at least 10 hotels in multiple states, with multiple franchisors and with at least an aggregate of 2,000 rooms and (e) is appointed pursuant to an Approved Management Agreement with substantially comparable economics as the existing Approved Management Agreement, including (1) no greater than a 3.0% base management fee and (2) The per annum fees of the Approved Property Manager (including any incentive fees) that do shall not exceed the fees specified in the Approved Management Agreement. Lender shall confirm any proposed Approved Property Manager’s compliance with the foregoing within 10 Business Days of Lender’s receipt of Maryland Guarantor’s written request together with all information reasonably necessary to make such determination. If Lender shall fail to respond within such 10 Business Day period, Maryland Guarantor shall have the right to send Lender a notice requesting Lender to respond within 5 Business Days in an envelope and letter marked “LENDER’S IMMEDIATE ATTENTION REQUIRED — FAILURE TO RESPOND WITHIN 5 BUSINESS DAYS SHALL CONSTITUTE A DEEMED CONSENT.” If Lender shall fail to respond within such 5 Business Day period, Lender shall have been deemed to have confirmed such proposed Approved Property Manager’s compliance with the foregoing requirements. (b) The Property shall be branded at all times by an Approved Franchisor pursuant to an Approved Franchise Agreement. Lender shall have the rights and remedies granted to Lender under the Franchisor Comfort Letter. Maryland Guarantor may from time to time appoint an Approved Franchisor to brand the Property pursuant to an Approved Franchise Agreement, and such successor franchisor shall execute for Lender’s benefit a franchisor comfort letter in form and substance reasonably satisfactory to Lender. In no event shall it be deemed unreasonable for Lender to require that the franchisor comfort letter delivered by any successor franchisor be substantially in the form of the Franchisor Comfort Letter. The per annum fees of the Approved Franchisor shall not exceed the fees specified in the Approved Franchise Agreement. (c) Maryland Guarantor Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager) to maintain at all times worker’s compensation insurance as required by Governmental Authorities. (dc) Maryland Guarantor Borrower shall notify Lender in writing of any default of (i) Maryland GuarantorBorrower, Operating Lessee or the Approved Property Manager under the Approved Management Agreement and (ii) Maryland Guarantor, Operating Lessee or the Approved Franchisor under the Approved Franchise Agreement, in each case, after the expiration of any applicable cure periods, of which Maryland Guarantor Borrower has actual knowledge. After reasonable notice to Maryland Guarantor, Lender shall have the right right, after reasonable notice to cure defaults of Maryland Guarantor or Operating Lessee under (i) the Approved Management Agreement (Borrower and in accordance with the Subordination of Management Agreement) and (ii) , to cure defaults of Borrower or Operating Lessee under the Approved Franchise Agreement (in accordance with the Franchisor Comfort Letter)Management Agreement. Any out-of-pocket expenses incurred by Lender to cure any such default shall constitute a part of the Indebtedness and shall be due from Borrower upon demand by Lender. (ed) Upon During the continuance of an Event of Default followed and, simultaneously, a material default by acceleration the Approved Property Manager under the Approved Management Agreement after the expiration of any applicable cure period or upon the Loanfiling of a bankruptcy petition or the occurrence of a similar event with respect to the Approved Property Manager, Lender may, in its sole discretion (in accordance with Section 3(d) of the Subordination of Management Agreement)discretion, require Maryland Guarantor Borrower to cause the termination of the Approved Management Agreement and the engagement of an Approved Property Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement. (f) If Lender forecloses on the Property, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee, if any, shall be the sole obligation of Maryland Guarantor), terminate or require Maryland Guarantor to cause the termination of the Approved Franchise Agreement as provided in the Franchisor Comfort Letter and the engagement of an Approved Franchisor selected by Lender to serve as replacement Approved Franchisor pursuant to an Approved Franchise Agreement. In the event of (i) a material default by the Approved Franchisor under the Approved Franchise Agreement after the expiration of any applicable cure period or (ii) the filing of a bankruptcy petition or the occurrence of a similar event with respect to the Approved Franchisor, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee shall be the sole obligation of Maryland Guarantor ), require Maryland Guarantor to cause the termination of the Approved Franchise Agreement (to the extent provided in the Franchisor Comfort Letter) and the engagement of a new Approved Franchisor. (g) Maryland Guarantor shall promptly deliver to Approved Property Manager, in accordance with Section 4.02(b) of the Approved Management Agreement, any notice of default or Event of Default delivered to Obligor under this Agreement.

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management Agreement, the Approved Property Manager shall agree that the its Approved Management Agreement and the all fees thereunder (including any incentive fee payable thereunder fees) are subject and subordinate to the Indebtedness. Maryland Guarantor Borrower may from time to time, with Lender’s consent (subject time cause Mortgage Borrower to the terms of this Section 5.10(a)), appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and provided that (i) no Event of Default is then continuing, (ii) Lender receives at least 30 days’ prior written notice of same, (iii) such successor manager shall execute and deliver to Lender for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. , and (iv) if such Approved Property Manager is an Affiliate of Borrower, Borrower shall deliver to Lender shall not withhold its consent a new nonconsolidation opinion reasonably acceptable to Lender or a modification to the appointment of any replacement property manager that (a) is a reputable and experienced third-party management organizationNonconsolidation Opinion, (b) possesses no less than ten years’ experience in managing hotel properties similar in size, quality and value either case with respect to the Property, (c) has been approved by the Approved Franchisor, (d) manages at least 10 hotels in multiple states, with multiple franchisors and with at least an aggregate of 2,000 rooms and (e) is appointed pursuant to an Approved Management Agreement with substantially comparable economics as the existing Approved Management Agreement, including (1) no greater than a 3.0% base management fee and (2) per annum fees (including any incentive fees) that do not exceed the fees specified in the Approved Management Agreement. Lender shall confirm any proposed such Approved Property Manager’s compliance with the foregoing within 10 Business Days of Lender’s receipt of Maryland Guarantor’s written request together with all information reasonably necessary to make such determination. If Lender shall fail to respond within such 10 Business Day period, Maryland Guarantor shall have the right to send Lender a notice requesting Lender to respond within 5 Business Days in an envelope Manager and letter marked “LENDER’S IMMEDIATE ATTENTION REQUIRED — FAILURE TO RESPOND WITHIN 5 BUSINESS DAYS SHALL CONSTITUTE A DEEMED CONSENT.” If Lender shall fail to respond within such 5 Business Day period, Lender shall have been deemed to have confirmed such proposed Approved Property Manager’s compliance with the foregoing requirements. (b) The Property shall be branded at all times by an Approved Franchisor pursuant to an Approved Franchise Agreement. Lender shall have the rights and remedies granted to Lender under the Franchisor Comfort Letter. Maryland Guarantor may from time to time appoint an Approved Franchisor to brand the Property pursuant to an Approved Franchise Agreement, and such successor franchisor shall execute for Lender’s benefit a franchisor comfort letter in form and substance reasonably satisfactory to Lender. In no event shall it be deemed unreasonable for Lender to require that the franchisor comfort letter delivered by any successor franchisor be substantially in the form of the Franchisor Comfort Letternew management agreement. The per annum fees of the Approved Franchisor Property Manager (including any incentive fees) shall not not, at any time, exceed the fees specified in the Approved Franchise AgreementMaximum Management Fee. (cb) Maryland Guarantor Borrower shall cause Mortgage Borrower to cause each Approved Property Manager (including any successor Approved Property Manager) to maintain at all times worker’s compensation insurance as required by Governmental Authorities. (dc) Maryland Guarantor Borrower shall notify Lender in writing of any default of (i) Maryland Guarantor, Operating Lessee Mortgage Borrower or the Approved Property Manager under the Approved Management Agreement and (ii) Maryland Guarantor, Operating Lessee or the Approved Franchisor under the Approved Franchise Agreement, in each case, after the expiration of any applicable cure periods, of which Maryland Guarantor Borrower has actual knowledge. After reasonable notice to Maryland Guarantor, Lender shall have the right right, after reasonable notice to cure defaults of Maryland Guarantor or Operating Lessee under (i) the Approved Management Agreement (Borrower and in accordance with the Subordination of Management Agreement) and (ii) , to cure defaults of Mortgage Borrower under the Approved Franchise Agreement (in accordance with the Franchisor Comfort Letter)Management Agreement. Any out-of-pocket expenses incurred by Lender to cure any such default shall constitute a part of the Indebtedness and shall be due from Borrower upon demand by Lender. (ed) Upon In the event that (i) an Event of Default followed shall be continuing, (ii) any foreclosure, conveyance in lieu of foreclosure or other similar transaction following an Event of Default shall have occurred, (iii) a material default by acceleration the Approved Property Manager under the Approved Management Agreement (after the expiration of any applicable notice and/or cure periods) shall be continuing, (iv) the LoanApproved Property Manager files or is the subject of a petition in bankruptcy, (v) a trustee or receiver is appointed for the Approved Property Manager’s assets or the Approved Property Manager makes an assignment for the benefit of creditors, or (vi) the Approved Property Manager is adjudicated insolvent, then, in any such case, Lender may, in its sole discretion (in accordance with Section 3(d) of the Subordination of Management Agreement)discretion, require Maryland Guarantor Borrower to cause the termination of Mortgage Borrower to terminate the Approved Management Agreement and the engagement of require Borrower to engage an Approved Property Manager selected reasonably approved by Lender to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement. (f) If Lender forecloses on the Property, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee, if any, shall be the sole obligation of Maryland Guarantor), terminate or require Maryland Guarantor to cause the termination of the Approved Franchise Agreement as provided in the Franchisor Comfort Letter and the engagement of an Approved Franchisor selected by Lender to serve as replacement Approved Franchisor pursuant to an Approved Franchise Agreement. In the event of (i) a material default by the Approved Franchisor under the Approved Franchise Agreement after the expiration of any applicable cure period or (ii) the filing of a bankruptcy petition or the occurrence of a similar event with respect to the Approved Franchisor, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee shall be the sole obligation of Maryland Guarantor ), require Maryland Guarantor to cause the termination of the Approved Franchise Agreement (to the extent provided in the Franchisor Comfort Letter) and the engagement of a new Approved Franchisor. (g) Maryland Guarantor shall promptly deliver to Approved Property Manager, in accordance with Section 4.02(b) of the Approved Management Agreement, any notice of default or Event of Default delivered to Obligor under this Agreement.

Management of Collateral. (a) The Property Borrowers shall maintain a Dominion Account or Dominion Accounts pursuant to the Blocked Account Agreement or other lockbox and blocked account arrangements acceptable to the Administrative Agent with such banks as may be selected by such Borrower and which are acceptable to the Administrative Agent. The Borrowers shall issue to any such banks an irrevocable letter of instruction directing such banks to deposit all payments or other remittances received in the lockbox and blocked accounts to the Dominion Account for application on account of the Obligations as provided in this Agreement. All funds deposited in any Dominion Account shall immediately become the property of the Administrative Agent, for the ratable benefit of Lenders as provided in this Agreement, and the Borrowers shall obtain the agreement by the applicable banks in favor of the Administrative Agent to waive any recoupment, setoff rights, and any security interest in, or against, the funds so deposited. The Administrative Agent assumes no responsibility for such lockbox and blocked account arrangements, including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Each Borrower agrees that all invoices rendered and other requests made by such Borrower for payment in respect of Accounts shall contain a written statement directing payment in respect of such Accounts to be paid to a Dominion Account or another lockbox established pursuant to this Section 12.01(a). To expedite collection, each Borrower shall endeavor in the first instance to make collection of its Accounts for the Administrative Agent. All remittances received by each Borrower on account of Accounts, together with the proceeds of any other Collateral, shall be managed held as Administrative Agent's property, for its benefit and the benefit of Lenders as provided in this Agreement, by such Borrower as trustee of an express trust for Administrative Agent's benefit and such Borrower shall immediately deposit same in kind in the Dominion Account. The Administrative Agent retains the right at all times by after the occurrence and during the continuance of an Approved Property Manager pursuant Event of Default to an Approved Management Agreement. Pursuant notify Account Debtors that each Borrower's Accounts have been assigned to the Subordination Administrative Agent and to collect each Borrower's Accounts directly in its own name, or in the name of Property Management Agreement, Approved Property Manager shall agree that the Approved Management Agreement and the incentive fee payable thereunder are subject and subordinate to the Indebtedness. Maryland Guarantor may from time to time, with Lender’s consent (subject to the terms of this Section 5.10(a)), appoint an Approved Property Manager to manage the Property pursuant to an Approved Management AgreementAdministrative Agent's agent, and such successor manager shall execute for Lender’s benefit a Subordination of Property Management Agreement in form to charge the collection costs and substance reasonably satisfactory to Lender. Lender shall not withhold its consent to the appointment of any replacement property manager that (a) is a reputable and experienced third-party management organization, (b) possesses no less than ten years’ experience in managing hotel properties similar in size, quality and value to the Property, (c) has been approved by the Approved Franchisor, (d) manages at least 10 hotels in multiple states, with multiple franchisors and with at least an aggregate of 2,000 rooms and (e) is appointed pursuant to an Approved Management Agreement with substantially comparable economics as the existing Approved Management Agreementexpenses, including (1) no greater than a 3.0% base management fee attorneys' fees, jointly and (2) per annum fees (including any incentive fees) that do not exceed the fees specified in the Approved Management Agreement. Lender shall confirm any proposed Approved Property Manager’s compliance with the foregoing within 10 Business Days of Lender’s receipt of Maryland Guarantor’s written request together with all information reasonably necessary severally to make such determination. If Lender shall fail to respond within such 10 Business Day period, Maryland Guarantor shall have the right to send Lender a notice requesting Lender to respond within 5 Business Days in an envelope and letter marked “LENDER’S IMMEDIATE ATTENTION REQUIRED — FAILURE TO RESPOND WITHIN 5 BUSINESS DAYS SHALL CONSTITUTE A DEEMED CONSENT.” If Lender shall fail to respond within such 5 Business Day period, Lender shall have been deemed to have confirmed such proposed Approved Property Manager’s compliance with the foregoing requirementsBorrowers. (b) The Property Until the Administrative Agent has advised the Borrowers to the contrary upon the occurrence and during the continuance of an Event of Default, the Borrowers and their respective Subsidiaries may and will enforce, collect and receive all amounts owing on the Account Receivables for the benefit of, and on behalf of, the Collateral Agent and the Lenders. All Collections (including checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness) received directly by the Borrowers or any of their respective Subsidiaries from any Account Debtor or any other source (exclusive of the Lenders), whether as proceeds from Accounts Receivable, or as proceeds of any other Collateral, or otherwise, shall be branded at all times received and held by an Approved Franchisor pursuant to an Approved Franchise Agreement. Lender shall have the rights applicable Loan Party in trust for the Lenders and remedies granted to Lender under the Franchisor Comfort Letter. Maryland Guarantor may from time to time appoint an Approved Franchisor to brand the Property pursuant to an Approved Franchise Agreement, and deposited by such successor franchisor shall execute for Lender’s benefit a franchisor comfort letter Loan Party in original form and substance reasonably satisfactory to Lender. In no event shall it be deemed unreasonable for Lender to require that later than the franchisor comfort letter delivered by any successor franchisor be substantially in next Business Day after receipt thereof into the form of the Franchisor Comfort LetterDominion Account. The per annum fees Borrowers shall not, nor shall they permit any of their respective Subsidiaries to, commingle such Collections with the Approved Franchisor shall not exceed the fees specified in the Approved Franchise Agreementproceeds of any Loan. (c) Maryland Guarantor During the continuance of an Event of Default, the Collateral Agent may send a notice of assignment and/or notice of the Collateral Agent's security interest, held for the benefit of it, the Administrative Agent and the Lenders, to any and all Account Debtors, and during such time period, the Collateral Agent shall cause each Approved Property Manager have the sole right to collect the Accounts Receivable and/or take possession of the Accounts Receivable and the books and records relating thereto. Except with respect to Accounts Receivable in an aggregate amount not in excess of $100,000 (including so long as no Event of Default shall have occurred and be continuing), the Borrowers shall not, and shall not permit their respective Subsidiaries to, without prior written consent of the Administrative Agent, grant any successor Approved Property Manager) to maintain at all times worker’s compensation insurance as required by Governmental Authoritiesextension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon. (d) Maryland Guarantor shall notify Lender in writing Falcon and each other Borrower hereby appoints the Administrative Agent for the benefit of the Collateral Agent and the Lenders or their designee as such Borrower's attorney-in-fact with power exercisable during the continuance of any default Event of Default: (i) Maryland Guarantorto demand payment of the Accounts Receivable from Account Debtors, Operating Lessee to enforce payment of the Accounts Receivable by legal proceedings or otherwise, and generally to exercise all of such Borrower's rights and remedies with respect to the Approved Property Manager under collection of the Approved Management Agreement and Accounts Receivable, (ii) Maryland Guarantorto endorse such Borrower's name upon any checks or other evidences of payment relating to the Accounts Receivable, Operating Lessee (iii) to sign such Borrower's name on any invoice or xxxx of lading relating to any of the Approved Franchisor Accounts Receivable, (iv) to sign such Borrower's name on any drafts against Account Debtors with respect to Accounts Receivable, (v) to prepare, file, and sign such Borrower's name to a proof of claim or similar document against any Account Debtor in connection with a bankruptcy proceeding commenced by or with respect to such Account Debtor, (vi) to use such Borrower's stationery and to sign such Borrower's name on any assignments of Accounts Receivable, verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivables, and (vii) to send verifications of Accounts Receivable. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission, or for any error of judgment or mistake of fact or law (other than acts, errors, or mistakes, constituting gross negligence or willful misconduct as determined by a final order of a court of competent jurisdiction); this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Approved Franchise Agreement, Loan Documents are paid in each case, after full and the expiration of any applicable cure periods, of which Maryland Guarantor has actual knowledge. After reasonable notice to Maryland Guarantor, Lender shall have the right to cure defaults of Maryland Guarantor or Operating Lessee under (i) the Approved Management Agreement (in accordance with the Subordination of Management Agreement) Commitments and (ii) the Approved Franchise Agreement (in accordance with the Franchisor Comfort Letter). Any out-of-pocket expenses incurred by Lender to cure any such default shall constitute a part all of the Indebtedness and shall be due from Borrower upon demand by LenderLoan Documents are terminated. (e) Upon an Event of Default followed by acceleration Nothing contained herein shall be construed to constitute the Collateral Agent, the Administrative Agent or any Lender as agent of the LoanBorrowers or any of their respective Subsidiaries in connection with its actions under this Article XII for any purpose whatsoever, Lender mayand the Collateral Agent, in its sole discretion (in accordance with Section 3(d) the Administrative Agent and the Lenders shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Subordination of Management Agreement), require Maryland Guarantor to cause the termination Accounts Receivable regardless of the Approved Management Agreement cause thereof (other than from acts or omissions of the Collateral Agent, the Administrative Agent or the Lenders constituting gross negligence or willful misconduct as determined by a final order by a court of competent jurisdiction). The Collateral Agent, the Administrative Agent and the engagement Lenders shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of an Approved Property Manager selected any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts or omissions of the Collateral Agent, the Administrative Agent or the Lenders constituting gross negligence or willful misconduct as determined by Lender a final order of a court of competent jurisdiction). The Collateral Agent, the Administrative Agent and the Lenders do not assume, by anything in this Article XII or in any assignment or otherwise, any of the obligations under any contract or agreement assigned or pledged to serve as replacement Approved Property Manager pursuant to an Approved Management Agreementthe Collateral Agent and shall not be responsible in any way for the performance by the Borrowers or any of their respective Subsidiaries of any of the terms and conditions thereof. (f) If Lender forecloses on any Account Receivable includes a charge for any tax payable to any Governmental Authority, the Property, Lender mayAdministrative Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Borrowers' account and to charge the Borrowers therefor. The Borrowers shall notify the Administrative Agent if any Account Receivable includes any taxes due to any such Governmental Authority and, in its sole discretion (and without any obligation to pay any related termination feethe absence of such notice or actual knowledge of such tax, which termination fee, if any, shall be the sole obligation of Maryland Guarantor), terminate or require Maryland Guarantor to cause Administrative Agent for the termination benefit of the Approved Franchise Agreement as provided in the Franchisor Comfort Letter Collateral Agent and the engagement Lenders shall not, to the fullest extent permitted by law, be liable for any taxes that may be due by reason of an Approved Franchisor selected by Lender to serve as replacement Approved Franchisor pursuant to an Approved Franchise Agreement. In the event of (i) a material default by the Approved Franchisor under the Approved Franchise Agreement after the expiration of any applicable cure period or (ii) the filing of a bankruptcy petition sale and delivery or the occurrence rendering of a similar event with respect to the Approved Franchisor, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee shall be the sole obligation of Maryland Guarantor ), require Maryland Guarantor to cause the termination of the Approved Franchise Agreement (to the extent provided in the Franchisor Comfort Letter) and the engagement of a new Approved Franchisorservices creating such Account Receivable. (g) Maryland Guarantor shall promptly deliver to Approved Property Manager, in accordance with Section 4.02(b) of the Approved Management Agreement, any notice of default or Event of Default delivered to Obligor under this Agreement.

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management AgreementAgreement or Agreements, each Approved Property Manager shall agree that the its Approved Management Agreement Agreement, and the all fees thereunder (including any incentive fee payable thereunder fees), are subject and subordinate to the Indebtedness. Maryland Guarantor Borrower may from time to timetime appoint a successor manager, with Lender’s consent (subject to the terms of this Section 5.10(a)), appoint which successor manager shall be an Approved Property Manager Manager, to manage the Property pursuant to an Approved Management Agreement, and such successor manager shall execute for Lender’s 's benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. Lender shall not withhold its consent to the appointment The fees of any replacement property manager that (a) is a reputable and experienced third-party management organization, (b) possesses no less than ten years’ experience in managing hotel properties similar in size, quality and value to the Property, (c) has been approved by the Approved Franchisor, (d) manages at least 10 hotels in multiple states, with multiple franchisors and with at least an aggregate of 2,000 rooms and (e) is appointed pursuant to an Approved Management Agreement with substantially comparable economics as the existing Approved Management Agreement, including (1) no greater than a 3.0% base management fee and (2) per annum fees Property Manager (including any incentive fees) that do shall not exceed the fees specified market rates generally paid by owners of similar properties in the Approved Management Agreement. Lender shall confirm any proposed Approved applicable geographic market in which the Property Manager’s compliance with the foregoing within 10 Business Days of Lender’s receipt of Maryland Guarantor’s written request together with all information reasonably necessary to make such determination. If Lender shall fail to respond within such 10 Business Day period, Maryland Guarantor shall have the right to send Lender a notice requesting Lender to respond within 5 Business Days in an envelope and letter marked “LENDER’S IMMEDIATE ATTENTION REQUIRED — FAILURE TO RESPOND WITHIN 5 BUSINESS DAYS SHALL CONSTITUTE A DEEMED CONSENT.” If Lender shall fail to respond within such 5 Business Day period, Lender shall have been deemed to have confirmed such proposed Approved Property Manager’s compliance with the foregoing requirementsis located. (b) The Property shall be branded at all times by an Approved Franchisor pursuant to an Approved Franchise Agreement. Lender shall have the rights and remedies granted to Lender under the Franchisor Comfort Letter. Maryland Guarantor may from time to time appoint an Approved Franchisor to brand the Property pursuant to an Approved Franchise Agreement, and such successor franchisor shall execute for Lender’s benefit a franchisor comfort letter in form and substance reasonably satisfactory to Lender. In no event shall it be deemed unreasonable for Lender to require that the franchisor comfort letter delivered by any successor franchisor be substantially in the form of the Franchisor Comfort Letter. The per annum fees of the Approved Franchisor shall not exceed the fees specified in the Approved Franchise Agreement. (c) Maryland Guarantor Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager) to maintain at all times worker’s 's compensation insurance as required by Governmental Authorities. (dc) Maryland Guarantor Borrower shall notify Lender in writing of any default of (i) Maryland Guarantor, Operating Lessee Borrower or the Approved Property Manager under the Approved Management Agreement and (ii) Maryland Guarantor, Operating Lessee or the Approved Franchisor under the Approved Franchise Agreement, in each case, after the expiration of any applicable cure periods, of which Maryland Guarantor Borrower has actual knowledge. After reasonable notice to Maryland Guarantor, Lender shall have the right right, after reasonable notice to cure defaults of Maryland Guarantor or Operating Lessee under (i) the Approved Management Agreement (Borrower and in accordance with the Subordination of Management Agreement) and (ii) , to cure defaults of Borrower under the Approved Franchise Agreement (in accordance with the Franchisor Comfort Letter)Management Agreement. Any reasonable out-of-pocket expenses incurred by Lender to cure any such default shall constitute a part of the Indebtedness and shall be due from Borrower upon demand by Lender. (ed) Upon the occurrence and during the continuance of an Event of Default followed by acceleration of the LoanDefault, Lender may, in its sole discretion (in accordance with Section 3(d) of the Subordination of Management Agreement)discretion, require Maryland Guarantor require, Borrower to cause the termination of terminate the Approved Management Agreement and the engagement of engage an Approved Property Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement. (f) If Lender forecloses on the Property, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee, if any, shall be the sole obligation of Maryland Guarantor), terminate or require Maryland Guarantor to cause the termination of the Approved Franchise Agreement as provided in the Franchisor Comfort Letter and the engagement of an Approved Franchisor selected by Lender to serve as replacement Approved Franchisor pursuant to an Approved Franchise Agreement. In the event of (i) Following a material default by the Approved Franchisor Property Manager under the Approved Franchise Management Agreement that is reasonably likely to result in a Material Adverse Effect and after the expiration of any applicable cure period or (ii) the filing of a bankruptcy petition or the occurrence of a similar event with respect to the Approved Franchisorperiod, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee shall be the sole obligation of Maryland Guarantor )reasonable discretion, require Maryland Guarantor Borrower to cause the termination of the Approved Franchise Agreement (to the extent provided in the Franchisor Comfort Letter) and the engagement of a new Approved Franchisor. (g) Maryland Guarantor shall promptly deliver to Approved Property Manager, in accordance with Section 4.02(b) of terminate the Approved Management AgreementAgreement and engage an Approved Property Manager selected by Lender that is not one of the entities listed on Schedule J hereto (or, any notice of default or Event of Default delivered at Borrower's option, selected by Borrower and reasonably approved by Lender) to Obligor under this serve as replacement Approved Property Manager pursuant to an Approved Management Agreement.

Management of Collateral. (a) The Property shall be managed at all times be either self-managed or managed by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the a Subordination of Property Management Agreement, each Approved Property Manager shall agree that the its Approved Management Agreement Agreement, and the all fees (including any incentive fee payable thereunder fees and base fees) thereunder, are subject and subordinate to the IndebtednessIndebtedness and that no fees payable thereunder shall accrue as between such Approved Property Manager and Lender as a result of Borrower’s failure to pay any amounts (without in any way implying any obligation on the part of Lender to pay any fees payable by Borrower to any Approved Property Manager); provided that in the case of any Approved Property Manager that is not an Affiliate of Borrower, base fees shall be subordinate to the Loan only if and to the extent such base fees exceed 2% of gross revenues per annum (i.e., only the portion of the base fee that exceeds 2% of gross revenues shall be subordinate). Maryland Guarantor Borrower may from time to timetime appoint one or more new or successor managers with respect to any one or more Properties, with Lender’s consent (subject to the terms of this Section 5.10(a)), appoint an which new or successor managers shall be Approved Property Manager Managers, to manage the Property Properties pursuant to an one or more Approved Management AgreementAgreements, and such successor manager managers shall execute for Lender’s benefit a Subordination Subordinations of Property Management Agreement in form and substance reasonably satisfactory to Lender. Lender shall not withhold its consent Borrower may from time to the appointment of any replacement property manager that (a) is a reputable and experienced third-party management organizationtime enter into, (b) possesses no less than ten years’ experience in managing hotel properties similar in size, quality and value to the Property, (c) has been approved by the Approved Franchisor, (d) manages at least 10 hotels in multiple states, with multiple franchisors and with at least modify or replace an aggregate of 2,000 rooms and (e) is appointed pursuant to an Approved Management Agreement with substantially comparable economics as the existing Approved Management Agreement, including but any entering, material modification or replacement of any such Approved Management Agreement shall be subject to Lender’s prior written consent (1) no greater than a 3.0% base management fee and (2) per annum fees (including any incentive fees) that do not exceed the fees specified which consent shall not, in the Approved Management Agreement. Lender shall confirm any proposed Approved Property Manager’s compliance with the foregoing within 10 Business Days absence of Lender’s receipt a continuing Event of Maryland Guarantor’s written request together with all information reasonably necessary to make such determination. If Lender shall fail to respond within such 10 Business Day periodDefault, Maryland Guarantor shall have the right to send Lender a notice requesting Lender to respond within 5 Business Days in an envelope and letter marked “LENDER’S IMMEDIATE ATTENTION REQUIRED — FAILURE TO RESPOND WITHIN 5 BUSINESS DAYS SHALL CONSTITUTE A DEEMED CONSENT.” If Lender shall fail to respond within such 5 Business Day periodbe unreasonably withheld, Lender shall have been deemed to have confirmed such proposed Approved Property Manager’s compliance with the foregoing requirementsdelayed or conditioned). (b) The Property shall be branded at all times by an Approved Franchisor pursuant to an Approved Franchise Agreement. Lender shall have the rights and remedies granted to Lender under the Franchisor Comfort Letter. Maryland Guarantor may from time to time appoint an Approved Franchisor to brand the Property pursuant to an Approved Franchise Agreement, and such successor franchisor shall execute for Lender’s benefit a franchisor comfort letter in form and substance reasonably satisfactory to Lender. In no event shall it be deemed unreasonable for Lender to require that the franchisor comfort letter delivered by any successor franchisor be substantially in the form of the Franchisor Comfort Letter. The per annum fees of the Approved Franchisor shall not exceed the fees specified in the Approved Franchise Agreement. (c) Maryland Guarantor Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager) to maintain at all times worker’s compensation insurance as required by Governmental Authorities. (dc) Maryland Guarantor Borrower shall notify Lender in writing of any material default of (i) Maryland Guarantor, Operating Lessee Borrower or the an Approved Property Manager under any of the Approved Management Agreement and (ii) Maryland Guarantor, Operating Lessee or the Approved Franchisor under the Approved Franchise Agreement, in each caseAgreements, after the expiration of any applicable cure periods, of which Maryland Guarantor Borrower has actual knowledge. After reasonable notice to Maryland Guarantor, Lender shall have the right right, after reasonable notice to Borrower and in accordance with the applicable Subordination of Management Agreement, to cure defaults of Maryland Guarantor or Operating Lessee Borrower under (i) the such Approved Management Agreement (in accordance with the Subordination of Management Agreement) and (ii) the Approved Franchise Agreement (in accordance with the Franchisor Comfort Letter). Any reasonable out-of-pocket expenses incurred by Lender to cure any such default in accordance with such Subordination of Management Agreement shall constitute a part of the Indebtedness and shall be due from Borrower upon demand by Lender. Notwithstanding anything to the contrary, in the case of a material default by Borrower under any Approved Management Agreement relating to a failure to provide adequate working capital in respect of payroll and related employee expenses or otherwise, Borrower shall cure any such default promptly upon its receipt of notice thereof from the applicable Approved Property Manager and in any event by no later than 5 Business Days prior to the expiration of any applicable cure periods provided under the applicable Approved Management Agreement. (ed) Upon the occurrence and during the continuance of an Event of Default followed by acceleration of the LoanDefault, Lender may, in its sole discretion (in accordance with Section 3(d) of the Subordination of Management Agreement)discretion, require Maryland Guarantor Borrower to cause the termination terminate one or more of the Approved Management Agreement Agreements, if any, and the engagement of an engage one or more Approved Property Manager Managers selected by Lender to serve as replacement Approved Property Manager Managers pursuant to an Approved Management AgreementAgreements, subject, however, to the acquisition by such Approved Property Manager(s) of all necessary Gaming Licenses to the extent required under applicable law. (fe) If Lender forecloses on the Property, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee, if any, shall be the sole obligation of Maryland Guarantor), terminate or require Maryland Guarantor to cause the termination of the Approved Franchise Agreement as provided in the Franchisor Comfort Letter and the engagement of an Approved Franchisor selected by Lender to serve as replacement Approved Franchisor pursuant to an Approved Franchise Agreement. In the event of (i) a material default by the Approved Franchisor under the Approved Franchise Agreement after the expiration of any applicable cure period or (ii) Upon the filing of a bankruptcy petition or the occurrence of a similar event with respect to an Approved Property Manager, or upon the occurrence and during the continuance of a material default by an Approved Property Manager under an Approved Management Agreement such that the Approved FranchisorManagement Agreement is terminable by Borrower in accordance with the terms thereof, subject, in each case, to the acquisition of all necessary Gaming Licenses, to the extent required under applicable law, (i) if the applicable Approved Property Manager is an Affiliate of Borrower, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee shall be the sole obligation of Maryland Guarantor )discretion, require Maryland Guarantor Borrower to terminate the applicable Approved Management Agreement and cause the termination of the Borrower to engage one or more replacement Approved Franchise Agreement (Property Managers pursuant to the extent provided in the Franchisor Comfort Letter) and the engagement of a new Approved Franchisor.Management Agreements; and (gii) Maryland Guarantor shall promptly deliver to if the applicable Approved Property ManagerManager is not an Affiliate of Borrower, in accordance with Section 4.02(b) provided no Event of Default is then continuing, Borrower shall have the right, without Lender’s consent, to terminate the applicable Approved Property Manager and to engage a replacement Approved Property Manager pursuant to an Approved Management Agreement, any notice of default or Event of Default delivered to Obligor under this Agreement.

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management AgreementAgreement or Agreements, each Approved Property Manager shall agree that the its Approved Management Agreement and the all fees thereunder (including any incentive fee payable thereunder fees) are subject and subordinate to the Indebtedness. Maryland Guarantor Borrower may from time to time, with Lender’s consent (subject to the terms of this Section 5.10(a)), time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and provided that (i) no Event of Default is continuing, (ii) Lender receives at least 45 days' prior written notice of same, (iii) such successor manager shall execute and deliver to Lender for Lender’s 's benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. Lender shall not withhold its consent to the appointment of any replacement property manager that (a) is a reputable and experienced third-party management organization, (b) possesses no less than ten years’ experience in managing hotel properties similar in size, quality and value to the Property, (c) has been approved by the Approved Franchisor, (d) manages at least 10 hotels in multiple states, with multiple franchisors and with at least an aggregate of 2,000 rooms and (eiv) if requested by Lender if such Approved Property Manager is appointed pursuant an affiliate of Borrower, Borrower shall deliver to an Lender a non-consolidation opinion reasonably acceptable to Lender with respect ..to such Approved Management Agreement with substantially comparable economics as the existing Property Manager and new Approved Management Agreement, including (1) no greater than a 3.0% base management fee and (2) per annum fees (including any incentive fees) that do not exceed the fees specified in the Approved Management Agreement. Lender shall confirm any proposed Approved Property Manager’s compliance with the foregoing within 10 Business Days of Lender’s receipt of Maryland Guarantor’s written request together with all information reasonably necessary to make such determination. If Lender shall fail to respond within such 10 Business Day period, Maryland Guarantor shall have the right to send Lender a notice requesting Lender to respond within 5 Business Days in an envelope and letter marked “LENDER’S IMMEDIATE ATTENTION REQUIRED — FAILURE TO RESPOND WITHIN 5 BUSINESS DAYS SHALL CONSTITUTE A DEEMED CONSENT.” If Lender shall fail to respond within such 5 Business Day period, Lender shall have been deemed to have confirmed such proposed Approved Property Manager’s compliance with the foregoing requirements. (b) The Property shall be branded at all times by an Approved Franchisor pursuant to an Approved Franchise Agreement. Lender shall have the rights and remedies granted to Lender under the Franchisor Comfort Letter. Maryland Guarantor may from time to time appoint an Approved Franchisor to brand the Property pursuant to an Approved Franchise Agreement, and such successor franchisor shall execute for Lender’s benefit a franchisor comfort letter in form and substance reasonably satisfactory to Lender. In no event shall it be deemed unreasonable for Lender to require that the franchisor comfort letter delivered by any successor franchisor be substantially in the form of the Franchisor Comfort Letter. The per annum fees of the Approved Franchisor Property Manager (including any incentive fees) shall not not, at any time, exceed the fees specified in the Approved Franchise AgreementMaximum Management Fee. (cb) Maryland Guarantor Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager) to maintain at all times worker’s 's compensation insurance as required by Governmental Authorities. (dc) Maryland Guarantor Borrower shall notify Lender in writing of any default of (i) Maryland Guarantor, Operating Lessee Borrower or the Approved Property Manager under the Approved Management Agreement and (ii) Maryland Guarantor, Operating Lessee or the Approved Franchisor under the Approved Franchise Agreement, in each case, after the expiration of any applicable cure periods, of which Maryland Guarantor Borrower has actual knowledge. After reasonable notice to Maryland Guarantor, Lender shall have the right right, after reasonable notice to cure defaults of Maryland Guarantor or Operating Lessee under (i) the Approved Management Agreement (Borrower and in accordance with the Subordination of Property Management Agreement) and (ii) , to cure defaults of Borrower under the Approved Franchise Agreement (in accordance with the Franchisor Comfort Letter)Management Agreement. Any out-of-pocket expenses incurred by Lender to cure any such default shall constitute a part of the Indebtedness and shall be due from Borrower upon demand by Lender. (ed) Upon During the continuance of an Event of Default followed Default, or following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, or during the continuance of a material default by acceleration the Approved Property Manager under the Approved Management Agreement (after the expiration of any applicable notice and/or cure periods), or if the LoanApproved Property Manager files or is the subject of a petition in bankruptcy, or if a trustee or receiver is appointed for the Approved Property Manager's assets or the Approved Property Manager makes an assignment for the benefit of creditors, or if the Approved Property Manager is adjudicated insolvent, or if the Approved Property Manager ceases to be affiliated with Sponsor, then, in any such case, Lender may, in its sole discretion (in accordance with Section 3(d) of the Subordination of Management Agreement)discretion, terminate or require Maryland Guarantor Borrower to cause the termination of terminate the Approved Management Agreement and the engagement of engage an Approved Property Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement. (fe) If Lender forecloses on the Property, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee, if any, shall be the sole obligation of Maryland Guarantor), terminate or require Maryland Guarantor to cause the termination of the Approved Franchise Agreement as provided in the Franchisor Comfort Letter and the engagement of an Approved Franchisor selected by Lender to serve as replacement Approved Franchisor pursuant to an Approved Franchise Agreement. In the event of (i) a material default by that the Approved Franchisor under Management Agreement is scheduled to expire at any time during the Approved Franchise Agreement after the expiration of any applicable cure period or (ii) the filing of a bankruptcy petition or the occurrence of a similar event with respect to the Approved Franchisor, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee shall be the sole obligation of Maryland Guarantor ), require Maryland Guarantor to cause the termination term of the Approved Franchise Agreement (Loan, Borrower shall submit to the extent provided in the Franchisor Comfort Letter) and the engagement of Lender by no later than 60 days prior to such expiration a new Approved Franchisor. (g) Maryland Guarantor shall promptly deliver to Approved Property Manager, draft replacement management agreement for approval in accordance with Section 4.02(b) of the Approved Management Agreementterms and conditions hereof. Borrower's failure to submit the same within such time-frame shall, any notice of default or at Lender's option, constitute an immediate Event of Default delivered to Obligor under this AgreementDefault.

Management of Collateral. (a) The Property Properties shall each be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management AgreementAgreement or Agreements, each Approved Property Manager shall agree that the its Approved Management Agreement Agreement, and the all fees thereunder (including any incentive fee payable thereunder fees), are subject and subordinate to the Indebtedness. Maryland Guarantor Presidents Borrower may from time to timetime appoint a successor manager, with Lender’s consent (subject to the terms of this Section 5.10(a)), appoint which successor manager shall be an Approved Property Manager Managers, to manage the Property Properties pursuant to an Approved Management Agreement, and such successor manager shall execute for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. Lender shall not withhold its consent to the appointment of any replacement property manager that (a) is a reputable and experienced third-party management organization, (b) possesses no less than ten years’ experience in managing hotel properties similar in size, quality and value to the Property, (c) has been approved by the Approved Franchisor, (d) manages at least 10 hotels in multiple states, with multiple franchisors and with at least an aggregate of 2,000 rooms and (e) is appointed pursuant to an Approved Management Agreement with substantially comparable economics as the existing Approved Management Agreement, including (1) no greater than a 3.0% base management fee and (2) The per annum fees of each Approved Property Manager (including any incentive fees) that do not shall not, at any time, exceed four percent (4%) of the fees specified in gross revenues of the Approved Management Agreement. Lender shall confirm any proposed Approved relevant Property Manager’s compliance with for the foregoing within 10 Business Days of Lender’s receipt of Maryland Guarantor’s written request together with all information reasonably necessary to make such determination. If Lender shall fail to respond within such 10 Business Day period, Maryland Guarantor shall have the right to send Lender a notice requesting Lender to respond within 5 Business Days in an envelope and letter marked “LENDER’S IMMEDIATE ATTENTION REQUIRED — FAILURE TO RESPOND WITHIN 5 BUSINESS DAYS SHALL CONSTITUTE A DEEMED CONSENT.” If Lender shall fail to respond within such 5 Business Day period, Lender shall have been deemed to have confirmed such proposed Approved Property Manager’s compliance with the foregoing requirementsthen most recently concluded Test Period. (b) The Property RKB Borrower shall be branded at all times by an Approved Franchisor pursuant to an Approved Franchise Agreement. Lender shall have the rights and remedies granted to Lender under the Franchisor Comfort Letter. Maryland Guarantor may from time to time appoint an Approved Franchisor to brand the Property pursuant to an Approved Franchise Agreementcause Presidents Borrower to, and such successor franchisor shall execute for Lender’s benefit a franchisor comfort letter in form and substance reasonably satisfactory to Lender. In no event shall it be deemed unreasonable for Lender to require that the franchisor comfort letter delivered by any successor franchisor be substantially in the form of the Franchisor Comfort Letter. The per annum fees of the Approved Franchisor shall not exceed the fees specified in the Approved Franchise Agreement. (c) Maryland Guarantor shall Presidents Borrower shall, cause each Approved Property Manager (including any successor Approved Property Manager) to maintain at all times worker’s compensation insurance as required by Governmental Authorities. (dc) Maryland Guarantor RKB Borrower shall cause Presidents Borrower to, and Presidents Borrower shall notify Lender in writing of any default of (i) Maryland Guarantor, Operating Lessee Presidents Borrower or the an Approved Property Manager under any of the Approved Management Agreement and (ii) Maryland Guarantor, Operating Lessee or the Approved Franchisor under the Approved Franchise Agreement, in each caseAgreements, after the expiration of any applicable cure periods, of which Maryland Guarantor Presidents Borrower has actual knowledge. After reasonable notice to Maryland Guarantor, Lender shall have the right right, after reasonable notice to Borrower and in accordance with such Subordination of Management Agreement, to cure defaults of Maryland Guarantor or Operating Lessee Presidents Borrower under (i) the such Approved Management Agreement (in accordance with the Subordination of Management Agreement) and (ii) the Approved Franchise Agreement (in accordance with the Franchisor Comfort Letter). Any reasonable out-of-pocket expenses incurred by Lender to cure any such default shall constitute a part of the Indebtedness and shall be due from Borrower upon demand by Lender. (ed) Upon the occurrence and during the continuance of an Event of Default followed Default, or a material default by acceleration an Approved Property Manager under an Approved Management Agreement after the expiration of any applicable cure period or upon the Loanfiling of a bankruptcy petition or the occurrence of a similar event with respect to an Approved Property Manager, Lender may, in its sole discretion (in accordance with Section 3(d) of the Subordination of Management Agreement)discretion, require Maryland Guarantor Presidents Borrower to cause the termination of terminate the Approved Management Agreement and the engagement of engage an Approved Property Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement. (f) If Lender forecloses on the Property, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee, if any, shall be the sole obligation of Maryland Guarantor), terminate or require Maryland Guarantor to cause the termination of the Approved Franchise Agreement as provided in the Franchisor Comfort Letter and the engagement of an Approved Franchisor selected by Lender to serve as replacement Approved Franchisor pursuant to an Approved Franchise Agreement. In the event of (i) a material default by the Approved Franchisor under the Approved Franchise Agreement after the expiration of any applicable cure period or (ii) the filing of a bankruptcy petition or the occurrence of a similar event with respect to the Approved Franchisor, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee shall be the sole obligation of Maryland Guarantor ), require Maryland Guarantor to cause the termination of the Approved Franchise Agreement (to the extent provided in the Franchisor Comfort Letter) and the engagement of a new Approved Franchisor. (g) Maryland Guarantor shall promptly deliver to Approved Property Manager, in accordance with Section 4.02(b) of the Approved Management Agreement, any notice of default or Event of Default delivered to Obligor under this Agreement.

Management of Collateral. (a) The Each Mortgaged Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant As a condition to the Subordination of Property Management AgreementClosing (or reasonably promptly after the Closing Date), except as otherwise expressly set forth herein, each Approved Property Manager shall agree with Lender in writing that the its Approved Management Agreement Agreement, and the all fees (including any incentive fee payable thereunder fees) thereunder, are subject and subordinate to the IndebtednessIndebtedness and that no fees payable (including any incentive fees) thereunder shall accrue as between such Approved Property Manager and Lender as a result of Borrower’s or TRS Lessee’s failure to pay any amounts (without in any way implying any obligation on the part of Lender to pay any fees payable by Borrower or TRS Lessee to any Approved Property Manager), and that such Approved Management Agreement may be terminated under the circumstances set forth herein. Maryland Guarantor Borrower may from time to timetime appoint one or more successor managers, with Lender’s consent (subject to the terms of this Section 5.10(a)), appoint an which successor managers shall be Approved Property Manager Managers, to manage the Property Mortgaged Properties pursuant to an one or more Approved Management AgreementAgreements, and such successor manager managers shall execute for Lender’s benefit a Subordination Subordinations of Property Management Agreement in form and substance reasonably satisfactory to Lender. Lender shall not withhold its consent Borrower may, or may permit TRS Lessee to, from time to the appointment of any replacement property manager that (a) is a reputable and experienced third-party management organization, (b) possesses no less than ten years’ experience in managing hotel properties similar in size, quality and value to the Property, (c) has been approved by the Approved Franchisor, (d) manages at least 10 hotels in multiple states, with multiple franchisors and with at least time modify or replace an aggregate of 2,000 rooms and (e) is appointed pursuant to an Approved Management Agreement with substantially comparable economics as the existing Approved Management Agreement, including but any material modification or replacement agreement shall be subject to Lender’s prior written consent (1) no greater than a 3.0% base management fee and (2) per annum fees (including any incentive fees) that do not exceed the fees specified which consent shall not, in the absence of a continuing Event of Default, be unreasonably withheld, delayed or conditioned) and Rating Confirmation. No new Approved Management Agreement. Lender Agreement hereafter entered into shall confirm any proposed Approved Property Manager’s compliance with the foregoing within 10 Business Days provide for management fees in excess of 4% of gross revenues without Lender’s receipt of Maryland Guarantor’s prior written request together with all information reasonably necessary to make such determination. If Lender shall fail to respond within such 10 Business Day period, Maryland Guarantor shall have the right to send Lender a notice requesting Lender to respond within 5 Business Days in an envelope and letter marked “LENDER’S IMMEDIATE ATTENTION REQUIRED — FAILURE TO RESPOND WITHIN 5 BUSINESS DAYS SHALL CONSTITUTE A DEEMED CONSENT.” If Lender shall fail to respond within such 5 Business Day period, Lender shall have been deemed to have confirmed such proposed Approved Property Manager’s compliance with the foregoing requirementsconsent. (b) The Each Mortgaged Property shall be branded at all times be branded pursuant to an Approved Franchise Agreement between Borrower or TRS Lessee and an Approved Franchisor. Notwithstanding the foregoing, Lender agrees that, if the Borrower requests Lender’s consent to the replacement of any existing franchisor for one or more of the Mortgaged Properties with a Person that is as a franchisor in respect of any of the other Properties and such replacement franchisor is within a lower chain scale (as defined by Xxxxx Travel Research) than the franchisor it will succeed, Lender shall promptly, and in any case within 30 days of request by the Borrower and Lender’s receipt of the net present value calculation described below, consent to such replacement, provided only that the net present value of the Mortgaged Property would be greater after giving effect to the new franchise agreement than the net present value of the Mortgaged Property before giving effect thereto as substantiated by a net present value analysis prepared by Borrower (or, as applicable, TRS Lessee), that includes cash flows projections under which the proposed successor franchisor and the existing franchisor would franchise the hotel at the Mortgaged Property, including any required capital expenditures (i.e., a comparative analysis as to the economic benefit of the successor franchisor assuming such role). Borrower may, or may permit TRS Lessee to, from time to time modify an Approved Franchise Agreement or replace an Approved Franchisor with a successor Approved Franchisor pursuant to an Approved Franchise Agreement. Lender shall have the rights and remedies granted to Lender under the Franchisor Comfort Letter. Maryland Guarantor may from time to time appoint an Approved Franchisor to brand the Property pursuant to , but any such modification or replacement of an Approved Franchise Agreement, and such successor franchisor Agreement shall execute for be subject to Lender’s benefit a franchisor comfort letter in form and substance reasonably satisfactory to Lender. In no event prior written consent (which consent shall it be deemed unreasonable for Lender to require that the franchisor comfort letter delivered by any successor franchisor be substantially not, in the form absence of a continuing Event of Default, be unreasonably withheld, delayed or conditioned) and Lender’s receipt of a Franchise Comfort Letter from the Franchisor Comfort Letter. The per annum fees of the successor Approved Franchisor shall not exceed the fees specified in the Approved Franchise AgreementFranchisor. (c) Maryland Guarantor Borrower shall cause TRS Lessee and each Approved Property Manager (including any successor Approved Property Manager) to maintain at all times worker’s compensation insurance as required by any applicable Governmental AuthoritiesAuthority. (d) Maryland Guarantor Borrower shall notify Lender in writing of any material default of (i) Maryland GuarantorBorrower, Operating TRS Lessee or the an Approved Property Manager under any of the Approved Management Agreement and (ii) Maryland Guarantor, Operating Lessee or the Approved Franchisor under the Approved Franchise Agreement, in each caseAgreements, after the expiration of any applicable cure periods, of which Maryland Guarantor Borrower has actual knowledge. After reasonable notice to Maryland Guarantor, Lender shall have the right right, after reasonable notice to cure defaults of Maryland Guarantor Borrower or Operating TRS Lessee under (i) the Approved Management Agreement (and in accordance with the applicable Subordination of Property Management Agreement) and (ii) the , to cure material defaults of Borrower or TRS Lessee under such Approved Franchise Agreement (in accordance with the Franchisor Comfort Letter)Management Agreement. Any reasonable out-of-pocket expenses incurred by Lender to cure any such default in accordance with such Subordination of Property Management Agreement shall constitute a part of the Indebtedness and shall be due from Borrower upon demand by Lender. Notwithstanding anything to the contrary, in the case of a default by Borrower or TRS Lessee under any Approved Management Agreement relating to a failure to provide adequate working capital in respect of payroll and related employee expenses or otherwise, Borrower shall, or shall cause TRS Lessee to, cure any such default promptly upon its receipt of notice thereof from the applicable Approved Property Manager and in any event by no later than 5 Business Days prior to the expiration of any applicable cure periods provided under the applicable Approved Management Agreement. (e) Upon the occurrence and during the continuance of an Event of Default followed by acceleration of the LoanDefault, Lender may, in its sole discretion discretion, (in accordance with Section 3(d1) of the Subordination of Management Agreement)terminate or require Borrower to terminate, require Maryland Guarantor or to cause the termination TRS Lessee to terminate, one or more of the Approved Management Agreement Agreements and the engagement of an engage one or more Approved Property Manager Managers selected by Lender to serve as replacement Approved Property Manager Managers pursuant to an Approved Management Agreement. Agreements; and/or (f2) If Lender forecloses on to the Property, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee, if any, shall be extent permitted under the sole obligation of Maryland Guarantor)Approved Franchise Agreements, terminate or require Maryland Guarantor Borrower to terminate, or cause the termination TRS Lessee to terminate, one or more of the Approved Franchise Agreement as provided in the Franchisor Comfort Letter and the engagement of an Franchisors and, if requested by Lender, engage one or more Approved Franchisor Franchisors selected by Lender to serve as replacement Approved Franchisor Franchisors pursuant to an Approved Franchise Agreement. In the event of Agreements. (if) a material default by the Approved Franchisor under the Approved Franchise Agreement after the expiration of any applicable cure period or (ii) Upon the filing of a bankruptcy petition or the occurrence of a similar event with respect to the an Approved Property Manager or Approved Franchisor, or a material default by an Approved Property Manager or Approved Franchisor that is reasonably likely to have a Material Adverse Effect upon the applicable Mortgaged Property (beyond the expiration of any applicable cure period) under an Approved Management Agreement or Approved Franchise Agreement, (i) to the extent permitted under the applicable Approved Management Agreement or the applicable Subordination of Property Management Agreement, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee shall be the sole obligation of Maryland Guarantor )discretion, require Maryland Guarantor Borrower to terminate, or cause TRS Lessee to terminate, the termination of applicable Approved Management Agreement and cause Borrower to engage, or cause TRS Lessee to engage, one or more replacement Approved Property Managers pursuant to Approved Management Agreements; and (ii) to the extent permitted under the applicable Approved Franchise Agreement, Lender may, in its sole discretion, require Borrower to terminate, or cause TRS Lessee to terminate, the applicable Approved Franchise Agreement (and cause Borrower to the extent provided in the Franchisor Comfort Letter) and the engagement of a new engage, or cause TRS Lessee to engage, one or more replacement Approved FranchisorFranchisors pursuant to Approved Franchise Agreements. (g) Maryland Guarantor shall promptly deliver Notwithstanding anything herein to Approved Property Managerthe contrary, in accordance connection with Section 4.02(b) of the closing, Lender agrees to enter into reasonably satisfactory subordination and non-disturbance agreements with Hilton brands with respect to any Approved Management AgreementAgreements that terminate within 18 months after the Closing Date, pursuant to which Lender will not have the termination rights specified herein; provided that any notice of default renewal or Event of Default delivered replacement thereof shall be subject to Obligor under the subordination and other requirements specified herein without regard to this Agreementclause (g). In addition, notwithstanding anything herein to the contrary, in connection with the closing, Lender agrees to enter into reasonably satisfactory subordination and non-disturbance agreements with Hyatt brands with respect to any Approved Management Agreements, pursuant to which Lender will not have the termination rights specified herein; provided that any renewal or replacement thereof shall be subject to the subordination and other requirements specified herein without regard to this clause (g).

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management Agreement, the Approved Property Manager shall agree that the its Approved Management Agreement and the all fees thereunder (including any incentive fee payable thereunder fees) are subject and subordinate to the Indebtedness. Maryland Guarantor Borrower may from time to time, with Lender’s consent (subject to the terms of this Section 5.10(a)), time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and provided that (i) no Event of Default is then continuing, (ii) Lender receives at least 30 days’ prior written notice of same, (iii) such successor manager shall execute and deliver to Lender for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. , and (iv) if such Approved Property Manager is an Affiliate of Borrower, Borrower shall deliver to Lender shall not withhold its consent a new nonconsolidation opinion reasonably acceptable to Lender or a modification to the appointment of any replacement property manager that (a) is a reputable and experienced third-party management organizationNonconsolidation Opinion, (b) possesses no less than ten years’ experience in managing hotel properties similar in size, quality and value either case with respect to the Property, (c) has been approved by the Approved Franchisor, (d) manages at least 10 hotels in multiple states, with multiple franchisors and with at least an aggregate of 2,000 rooms and (e) is appointed pursuant to an Approved Management Agreement with substantially comparable economics as the existing Approved Management Agreement, including (1) no greater than a 3.0% base management fee and (2) per annum fees (including any incentive fees) that do not exceed the fees specified in the Approved Management Agreement. Lender shall confirm any proposed such Approved Property Manager’s compliance with the foregoing within 10 Business Days of Lender’s receipt of Maryland Guarantor’s written request together with all information reasonably necessary to make such determination. If Lender shall fail to respond within such 10 Business Day period, Maryland Guarantor shall have the right to send Lender a notice requesting Lender to respond within 5 Business Days in an envelope Manager and letter marked “LENDER’S IMMEDIATE ATTENTION REQUIRED — FAILURE TO RESPOND WITHIN 5 BUSINESS DAYS SHALL CONSTITUTE A DEEMED CONSENT.” If Lender shall fail to respond within such 5 Business Day period, Lender shall have been deemed to have confirmed such proposed Approved Property Manager’s compliance with the foregoing requirements. (b) The Property shall be branded at all times by an Approved Franchisor pursuant to an Approved Franchise Agreement. Lender shall have the rights and remedies granted to Lender under the Franchisor Comfort Letter. Maryland Guarantor may from time to time appoint an Approved Franchisor to brand the Property pursuant to an Approved Franchise Agreement, and such successor franchisor shall execute for Lender’s benefit a franchisor comfort letter in form and substance reasonably satisfactory to Lender. In no event shall it be deemed unreasonable for Lender to require that the franchisor comfort letter delivered by any successor franchisor be substantially in the form of the Franchisor Comfort Letternew management agreement. The per annum fees of the Approved Franchisor Property Manager (including any incentive fees) shall not not, at any time, exceed the fees specified in the Approved Franchise AgreementMaximum Management Fee. (cb) Maryland Guarantor Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager) to maintain at all times worker’s compensation insurance as required by Governmental Authorities. (dc) Maryland Guarantor Borrower shall notify Lender in writing of any default of (i) Maryland Guarantor, Operating Lessee Borrower or the Approved Property Manager under the Approved Management Agreement and (ii) Maryland Guarantor, Operating Lessee or the Approved Franchisor under the Approved Franchise Agreement, in each case, after the expiration of any applicable cure periods, of which Maryland Guarantor Borrower has actual knowledge. After reasonable notice to Maryland Guarantor, Lender shall have the right right, after reasonable notice to cure defaults of Maryland Guarantor or Operating Lessee under (i) the Approved Management Agreement (Borrower and in accordance with the Subordination of Management Agreement) and (ii) , to cure defaults of Borrower under the Approved Franchise Agreement (in accordance with the Franchisor Comfort Letter)Management Agreement. Any out-of-pocket expenses incurred by Lender to cure any such default shall constitute a part of the Indebtedness and shall be due from Borrower upon demand by Lender. (ed) Upon In the event that (i) an Event of Default followed shall be continuing, (ii) any foreclosure, conveyance in lieu of foreclosure or other similar transaction following an Event of Default shall have occurred, (iii) a material default by acceleration the Approved Property Manager under the Approved Management Agreement (after the expiration of any applicable notice and/or cure periods) shall be continuing, (iv) the LoanApproved Property Manager files or is the subject of a petition in bankruptcy, (v) a trustee or receiver is appointed for the Approved Property Manager’s assets or the Approved Property Manager makes an assignment for the benefit of creditors, or (vi) the Approved Property Manager is adjudicated insolvent, then, in any such case, Lender may, in its sole discretion (in accordance with Section 3(d) of the Subordination of Management Agreement)discretion, require Maryland Guarantor Borrower to cause the termination of terminate the Approved Management Agreement and the engagement of require Borrower to engage an Approved Property Manager selected reasonably approved by Lender to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement. (f) If Lender forecloses on the Property, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee, if any, shall be the sole obligation of Maryland Guarantor), terminate or require Maryland Guarantor to cause the termination of the Approved Franchise Agreement as provided in the Franchisor Comfort Letter and the engagement of an Approved Franchisor selected by Lender to serve as replacement Approved Franchisor pursuant to an Approved Franchise Agreement. In the event of (i) a material default by the Approved Franchisor under the Approved Franchise Agreement after the expiration of any applicable cure period or (ii) the filing of a bankruptcy petition or the occurrence of a similar event with respect to the Approved Franchisor, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee shall be the sole obligation of Maryland Guarantor ), require Maryland Guarantor to cause the termination of the Approved Franchise Agreement (to the extent provided in the Franchisor Comfort Letter) and the engagement of a new Approved Franchisor. (g) Maryland Guarantor shall promptly deliver to Approved Property Manager, in accordance with Section 4.02(b) of the Approved Management Agreement, any notice of default or Event of Default delivered to Obligor under this Agreement.

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management Agreement, Approved Property Manager shall agree that the Approved Management Agreement and the incentive fee payable thereunder are subject and subordinate to the Indebtedness. Maryland Guarantor Borrower may from time to time, with Lender’s consent (subject to the terms of this Section 5.10(a)), time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and such successor manager shall execute for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. Lender shall not withhold its consent to the appointment of any replacement property manager that (a) is a reputable and experienced third-party management organization, (b) possesses no less than ten years’ experience in managing hotel properties similar in size, quality and value to the Property, (c) has been approved by the Approved Franchisor, (d) manages at least 10 hotels in multiple states, with multiple franchisors and with at least an aggregate of 2,000 rooms and (e) is appointed pursuant to an Approved Management Agreement with substantially comparable economics as the existing Approved Management Agreement, including (1) no greater than a 3.0% base management fee and (2) The per annum fees of the Approved Property Manager (including any incentive fees) that do shall not exceed the fees specified in the Approved Management Agreement. In connection with any approval by Lender shall confirm any proposed of a replacement Approved Property Manager’s compliance with the foregoing within 10 Business Days , including any negotiation of Lender’s receipt a replacement Subordination of Maryland Guarantor’s written request together with all information reasonably necessary Property Management Agreement, Servicer shall use commercially reasonable efforts to make such determination. If Lender shall fail to respond its determination within such 10 Business Day periodthirty (30) days after receipt from Borrower of all required information, Maryland Guarantor shall have the right to send Lender a notice requesting Lender to respond within 5 Business Days in an envelope and letter marked “LENDER’S IMMEDIATE ATTENTION REQUIRED — FAILURE TO RESPOND WITHIN 5 BUSINESS DAYS SHALL CONSTITUTE A DEEMED CONSENT.” If Lender shall fail to respond within such 5 Business Day period, Lender shall have been deemed to have confirmed such proposed Approved Property Manager’s compliance with the foregoing requirementsincluding any additional information that Servicer requests. (b) The Property shall be branded at all times by an Approved Franchisor pursuant to an Approved Franchise Agreement. Lender shall have the rights and remedies granted to Lender under the Franchisor Comfort Letter. Maryland Guarantor may from time to time appoint an Approved Franchisor to brand the Property pursuant to an Approved Franchise Agreement, and such successor franchisor shall execute for Lender’s benefit a franchisor comfort letter in form and substance reasonably satisfactory to Lender. In no event shall it be deemed unreasonable for Lender to require that the franchisor comfort letter delivered by any successor franchisor be substantially in the form of the Franchisor Comfort Letter. The per annum fees of the Approved Franchisor shall not exceed the fees specified in the Approved Franchise Agreement. (c) Maryland Guarantor Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager) to maintain at all times worker’s compensation insurance as required by Governmental Authorities. (dc) Maryland Guarantor Borrower shall notify Lender in writing of any default of (i) Maryland GuarantorBorrower, Operating Lessee or the Approved Property Manager under the Approved Management Agreement and (ii) Maryland Guarantor, Operating Lessee or the Approved Franchisor under the Approved Franchise Agreement, in each case, after the expiration of any applicable cure periods, of which Maryland Guarantor Borrower has actual knowledge. After reasonable notice to Maryland Guarantor, Lender shall have the right right, after reasonable notice to cure defaults of Maryland Guarantor or Operating Lessee under (i) the Approved Management Agreement (Borrower and in accordance with the Subordination of Management Agreement) and (ii) , to cure defaults of Borrower or Operating Lessee under the Approved Franchise Agreement (in accordance with the Franchisor Comfort Letter)Management Agreement. Any out-of-pocket expenses incurred by Lender to cure any such default shall constitute a part of the Indebtedness and shall be due from Borrower upon demand by Lender. (ed) Upon During the continuance of an Event of Default followed and, simultaneously, a material default by acceleration the Approved Property Manager under the Approved Management Agreement after the expiration of any applicable cure period or upon the Loanfiling of a bankruptcy petition or the occurrence of a similar event with respect to the Approved Property Manager, Lender may, in its sole discretion (in accordance with Section 3(d) of the Subordination of Management Agreement)discretion, require Maryland Guarantor Borrower to cause the termination of the Approved Management Agreement and the engagement of an Approved Property Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement. (f) If Lender forecloses on the Property, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee, if any, shall be the sole obligation of Maryland Guarantor), terminate or require Maryland Guarantor to cause the termination of the Approved Franchise Agreement as provided in the Franchisor Comfort Letter and the engagement of an Approved Franchisor selected by Lender to serve as replacement Approved Franchisor pursuant to an Approved Franchise Agreement. In the event of (i) a material default by the Approved Franchisor under the Approved Franchise Agreement after the expiration of any applicable cure period or (ii) the filing of a bankruptcy petition or the occurrence of a similar event with respect to the Approved Franchisor, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee shall be the sole obligation of Maryland Guarantor ), require Maryland Guarantor to cause the termination of the Approved Franchise Agreement (to the extent provided in the Franchisor Comfort Letter) and the engagement of a new Approved Franchisor. (g) Maryland Guarantor shall promptly deliver to Approved Property Manager, in accordance with Section 4.02(b) of the Approved Management Agreement, any notice of default or Event of Default delivered to Obligor under this Agreement.

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management AgreementAgreement or Agreements, each Approved Property Manager shall agree that the its Approved Management Agreement and the all fees thereunder (including any incentive fee payable thereunder fees) are subject and subordinate to the Indebtedness. Maryland Guarantor Borrower may from time to time, with Lender’s consent (subject to the terms of this Section 5.10(a)), time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and such successor manager shall execute for Lender’s 's benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. Lender shall not withhold its consent to the appointment of any replacement property manager that (a) is a reputable and experienced third-party management organization, (b) possesses no less than ten years’ experience in managing hotel properties similar in size, quality and value to the Property, (c) has been approved by the Approved Franchisor, (d) manages at least 10 hotels in multiple states, with multiple franchisors and with at least an aggregate of 2,000 rooms and (e) is appointed pursuant to an Approved Management Agreement with substantially comparable economics as the existing Approved Management Agreement, including (1) no greater than a 3.0% base management fee and (2) per annum fees (including any incentive fees) that do not exceed the fees specified in the Approved Management Agreement. Lender shall confirm any proposed Approved Property Manager’s compliance with the foregoing within 10 Business Days of Lender’s receipt of Maryland Guarantor’s written request together with all information reasonably necessary to make such determination. If Lender shall fail to respond within such 10 Business Day period, Maryland Guarantor shall have the right to send Lender a notice requesting Lender to respond within 5 Business Days in an envelope and letter marked “LENDER’S IMMEDIATE ATTENTION REQUIRED — FAILURE TO RESPOND WITHIN 5 BUSINESS DAYS SHALL CONSTITUTE A DEEMED CONSENT.” If Lender shall fail to respond within such 5 Business Day period, Lender shall have been deemed to have confirmed such proposed Approved Property Manager’s compliance with the foregoing requirements. (b) The Property shall be branded at all times by an Approved Franchisor pursuant to an Approved Franchise Agreement. Lender shall have the rights and remedies granted to Lender under the Franchisor Comfort Letter. Maryland Guarantor may from time to time appoint an Approved Franchisor to brand the Property pursuant to an Approved Franchise Agreement, and such successor franchisor shall execute for Lender’s benefit a franchisor comfort letter in form and substance reasonably satisfactory to Lender. In no event shall it be deemed unreasonable for Lender to require that the franchisor comfort letter delivered by any successor franchisor be substantially in the form of the Franchisor Comfort Letter. The per annum fees of the Approved Franchisor Property Manager (including any incentive fees) shall not not, at any time, exceed three (3%) of the fees specified in gross revenues of the Approved Franchise AgreementProperty for the then most recently concluded Test Period. (cb) Maryland Guarantor Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager) to maintain at all times worker’s 's compensation insurance as required by Governmental Authorities. (dc) Maryland Guarantor Borrower shall notify Lender in writing of any default of (i) Maryland Guarantor, Operating Lessee Borrower or the Approved Property Manager under the Approved Management Agreement and (ii) Maryland Guarantor, Operating Lessee or the Approved Franchisor under the Approved Franchise Agreement, in each case, after the expiration of any applicable cure periods, of which Maryland Guarantor Borrower has actual knowledge. After reasonable notice to Maryland Guarantor, Lender shall have the right right, after reasonable notice to cure defaults of Maryland Guarantor or Operating Lessee under (i) the Approved Management Agreement (Borrower and in accordance with the Subordination of Management Agreement) and (ii) , to cure defaults of Borrower under the Approved Franchise Agreement (in accordance with the Franchisor Comfort Letter)Management Agreement. Any reasonable out-of-pocket expenses incurred by Lender to cure any such default shall constitute a part of the Indebtedness and shall be due from Borrower upon demand by Lender. (ed) Upon During the continuance of an Event of Default followed Default, or a material default by acceleration the Approved Property Manager under the Approved Management Agreement after the expiration of any applicable cure period or upon the Loanfiling of a bankruptcy petition or the occurrence of a similar event with respect to the Approved Property Manager, Lender may, in its sole discretion (in accordance with Section 3(d) of the Subordination of Management Agreement)discretion, require Maryland Guarantor Borrower to cause the termination of terminate the Approved Management Agreement and the engagement of engage an Approved Property Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement. (f) If Lender forecloses on the Property, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee, if any, shall be the sole obligation of Maryland Guarantor), terminate or require Maryland Guarantor to cause the termination of the Approved Franchise Agreement as provided in the Franchisor Comfort Letter and the engagement of an Approved Franchisor selected by Lender to serve as replacement Approved Franchisor pursuant to an Approved Franchise Agreement. In the event of (i) a material default by the Approved Franchisor under the Approved Franchise Agreement after the expiration of any applicable cure period or (ii) the filing of a bankruptcy petition or the occurrence of a similar event with respect to the Approved Franchisor, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee shall be the sole obligation of Maryland Guarantor ), require Maryland Guarantor to cause the termination of the Approved Franchise Agreement (to the extent provided in the Franchisor Comfort Letter) and the engagement of a new Approved Franchisor. (g) Maryland Guarantor shall promptly deliver to Approved Property Manager, in accordance with Section 4.02(b) of the Approved Management Agreement, any notice of default or Event of Default delivered to Obligor under this Agreement.

Management of Collateral. (a) The Each Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management AgreementAgreement or Agreements, each Approved Property Manager shall agree that the its Approved Management Agreement and the all fees thereunder (including any incentive fee payable thereunder fees) are subject and subordinate to the IndebtednessIndebtedness (provided that there shall be no obligation to repay any fees received and earned prior to the occurrence of an Event of Default). Maryland Guarantor Borrower may from time to time, with Lender’s consent (subject to the terms of this Section 5.10(a)), time appoint an Approved Property Manager to manage the applicable Property pursuant to an Approved Management Agreement, and provided that (i) no Event of Default is continuing, (ii) Lender receives at least 30 days’ prior written notice of same, (iii) such successor manager shall execute and deliver to Lender for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. Lender shall not withhold its consent to the appointment of any replacement property manager that (a) is a reputable and experienced third-party management organization, (b) possesses no less than ten years’ experience in managing hotel properties similar in size, quality and value to the Property, (c) has been approved by the Approved Franchisor, (d) manages at least 10 hotels in multiple states, with multiple franchisors and with at least an aggregate of 2,000 rooms and (eiv) if such Approved Property Manager is appointed pursuant an affiliate of Borrower, Borrower shall deliver to an Lender a new nonconsolidation opinion reasonably acceptable to Lender with respect to such Approved Management Agreement with substantially comparable economics as the existing Property Manager and new Approved Management Agreement, including (1) no greater than a 3.0% base management fee and (2) per annum fees (including any incentive fees) that do not exceed the fees specified in the Approved Management Agreement. Lender shall confirm any proposed Approved Property Manager’s compliance with the foregoing within 10 Business Days of Lender’s receipt of Maryland Guarantor’s written request together with all information reasonably necessary to make such determination. If Lender shall fail to respond within such 10 Business Day period, Maryland Guarantor shall have the right to send Lender a notice requesting Lender to respond within 5 Business Days in an envelope and letter marked “LENDER’S IMMEDIATE ATTENTION REQUIRED — FAILURE TO RESPOND WITHIN 5 BUSINESS DAYS SHALL CONSTITUTE A DEEMED CONSENT.” If Lender shall fail to respond within such 5 Business Day period, Lender shall have been deemed to have confirmed such proposed Approved Property Manager’s compliance with the foregoing requirements. (b) The Property shall be branded at all times by an Approved Franchisor pursuant to an Approved Franchise Agreement. Lender shall have the rights and remedies granted to Lender under the Franchisor Comfort Letter. Maryland Guarantor may from time to time appoint an Approved Franchisor to brand the Property pursuant to an Approved Franchise Agreement, and such successor franchisor shall execute for Lender’s benefit a franchisor comfort letter in form and substance reasonably satisfactory to Lender. In no event shall it be deemed unreasonable for Lender to require that the franchisor comfort letter delivered by any successor franchisor be substantially in the form of the Franchisor Comfort Letter. The per annum fees of the Approved Franchisor Property Manager (including any incentive fees) shall not, at any time, exceed the Maximum Management Fee, which amount shall not exceed the fees specified in include any amounts payable as a reimbursement of expenses under the Approved Franchise Management Agreement. (cb) Maryland Guarantor Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager) to maintain at all times worker’s compensation insurance as required by Governmental Authorities.. 68 (dc) Maryland Guarantor Borrower shall notify Lender in writing of any material default of (i) Maryland Guarantor, Operating Lessee Borrower or the an Approved Property Manager under any of the Approved Management Agreement and (ii) Maryland Guarantor, Operating Lessee or the Approved Franchisor under the Approved Franchise Agreement, in each caseAgreements, after the expiration of any applicable cure periods, of which Maryland Guarantor Borrower has actual knowledge. After reasonable notice to Maryland Guarantor, Lender shall have the right right, after reasonable notice to Borrower and in accordance with such Subordination of Property Management Agreement, to cure defaults of Maryland Guarantor or Operating Lessee Borrower under (i) the such Approved Management Agreement (in accordance with the Subordination of Management Agreement) and (ii) the Approved Franchise Agreement (in accordance with the Franchisor Comfort Letter). Any actual and documented out-of-pocket expenses incurred by Lender to cure any such default shall constitute a part of the Indebtedness and shall be due from Borrower upon demand by Lender. (ed) Upon During the continuance of an Event of Default followed Default, or following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, or during the continuance of a material default by acceleration the Approved Property Manager under the Approved Management Agreement (after the expiration of any applicable notice and/or cure periods), or if the LoanApproved Property Manager files or is the subject of a petition in bankruptcy, or if a trustee or receiver is appointed for the Approved Property Manager’s assets or the Approved Property Manager makes an assignment for the benefit of creditors, or if the Approved Property Manager is adjudicated insolvent, then, in any such case, Lender may, in its sole discretion (in accordance with Section 3(d) of the Subordination of Management Agreement)discretion, terminate or require Maryland Guarantor Borrower to cause the termination of terminate the Approved Management Agreement and the engagement of engage an Approved Property Manager selected by Lender Borrower, or in the event of an Event of Default or following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, selected by Lender, to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement. (fe) If Lender forecloses on the Property, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee, if any, shall be the sole obligation of Maryland Guarantor), terminate or require Maryland Guarantor to cause the termination of the Approved Franchise Agreement as provided in the Franchisor Comfort Letter and the engagement of an Approved Franchisor selected by Lender to serve as replacement Approved Franchisor pursuant to an Approved Franchise Agreement. In the event of (i) a material default by that the Approved Franchisor under Management Agreement is scheduled to expire at any time during the Approved Franchise Agreement after the expiration of any applicable cure period or (ii) the filing of a bankruptcy petition or the occurrence of a similar event with respect to the Approved Franchisor, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee shall be the sole obligation of Maryland Guarantor ), require Maryland Guarantor to cause the termination term of the Approved Franchise Agreement Loan (after giving effect to the extent provided in the Franchisor Comfort Letter) any extensions now or hereafter agreed to by Borrower and the engagement of a new Approved Franchisor. (g) Maryland Guarantor shall promptly deliver to Approved Property Manager), Borrower shall submit to Lender by no later than 30 days prior to such expiration a replacement Approved Management Agreement or a draft replacement management agreement for approval in accordance with Section 4.02(b) of the Approved Management Agreement, any notice of default or Event of Default delivered to Obligor under this Agreementterms and conditions hereof.

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the Subordination of The Approved Property Management Agreement, Approved Property Manager Agreement in place as of the Closing Date shall agree that the Approved Management Agreement and the incentive fee payable thereunder are subject and subordinate to the Indebtedness. Maryland Guarantor may from time to time, with Lender’s consent (be subject to the terms of this Section 5.10(a))Starwood SNDA. In the event W Hotel Management Inc. shall cease to be the Approved Property Manager, Borrower may appoint an a replacement Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and such successor manager shall execute for Lender’s benefit a Subordination subordination and non-disturbance of Property Management Agreement property management agreement in form and substance reasonably satisfactory to Lender. Lender shall not withhold its consent to the appointment of any , Borrower and such replacement property manager that (a) is a reputable and experienced third-party management organization, (b) possesses no less than ten years’ experience in managing hotel properties similar in size, quality and value to the Property, (c) has been approved by the Approved Franchisor, (d) manages at least 10 hotels in multiple states, with multiple franchisors and with at least an aggregate of 2,000 rooms and (e) is appointed pursuant to an Approved Management Agreement with substantially comparable economics as the existing Approved Management Agreement, including (1) no greater than a 3.0% base management fee and (2) per annum fees (including any incentive fees) that do not exceed the fees specified in the Approved Management Agreement. Lender shall confirm any proposed Approved Property Manager’s compliance with . The per annum base management fees of the foregoing within 10 Business Days of Lender’s receipt of Maryland Guarantor’s written request together with all information reasonably necessary to make such determination. If Lender shall fail to respond within such 10 Business Day period, Maryland Guarantor shall have the right to send Lender a notice requesting Lender to respond within 5 Business Days in an envelope and letter marked “LENDER’S IMMEDIATE ATTENTION REQUIRED — FAILURE TO RESPOND WITHIN 5 BUSINESS DAYS SHALL CONSTITUTE A DEEMED CONSENT.” If Lender shall fail to respond within such 5 Business Day period, Lender shall have been deemed to have confirmed such proposed Approved Property Manager’s compliance with Manager shall not, at any time, exceed the foregoing requirementsMaximum Management Fee. (b) The Property shall be branded at all times by an Approved Franchisor pursuant to an Approved Franchise Agreement. Lender shall have the rights and remedies granted to Lender under the Franchisor Comfort Letter. Maryland Guarantor may from time to time appoint an Approved Franchisor to brand the Property pursuant to an Approved Franchise Agreement, and such successor franchisor shall execute for Lender’s benefit a franchisor comfort letter in form and substance reasonably satisfactory to Lender. In no event shall it be deemed unreasonable for Lender to require that the franchisor comfort letter delivered by any successor franchisor be substantially in the form of the Franchisor Comfort Letter. The per annum fees of the Approved Franchisor shall not exceed the fees specified in the Approved Franchise Agreement. (c) Maryland Guarantor Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager) to maintain at all times worker’s compensation insurance as required by Governmental Authorities. (dc) Maryland Guarantor Borrower shall notify Lender in writing of any default of (i) Maryland GuarantorBorrower, Operating Lessee or the Approved Property Manager under the Approved Management Agreement and (ii) Maryland Guarantor, Operating Lessee or the Approved Franchisor under the Approved Franchise Agreement, in each case, after the expiration of any applicable cure periods, of which Maryland Guarantor Borrower has actual knowledge. After reasonable notice Subject to Maryland Guarantorthe terms of the Starwood SNDA, Lender shall have the right right, after reasonable notice to Borrower, to cure defaults of Maryland Guarantor Borrower or Operating Lessee under (i) the Approved Management Agreement (in accordance with the Subordination of Management Agreement) and (ii) the Approved Franchise Agreement (in accordance with the Franchisor Comfort Letter). Any out-of-pocket expenses incurred by Lender to cure any such default shall constitute a part of the Indebtedness and shall be due from Borrower upon demand by Lender. (ed) Upon an Event During the continuance of Default followed a material default by acceleration the Approved Property Manager under the Approved Management Agreement (after the expiration of the Loanany applicable notice and/or cure periods), Lender may, in its sole discretion (in accordance with Section 3(d) of shall have the Subordination of right to require Borrower to exercise any and all available remedies under the Approved Management Agreement), require Maryland Guarantor to cause and if the exercise of such remedies shall result in the termination of the Approved Management Agreement and the engagement of Agreement, engage an Approved Property Manager selected by reasonably acceptable to Lender to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement. Notwithstanding anything to the contrary contained herein or in any other Loan Document, Lender’s approval of any replacement Approved Management Agreement shall be subject to such agreement providing for a cash management system that is reasonably acceptable to Lender and, as a condition to Lender’s approval of any replacement Approved Management Agreement, Lender may require this Agreement and the Cash Management Agreement to be amended to the extent required to conform such agreements to any such cash management system. (fe) If Lender forecloses on the Property, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee, if any, The Property shall at all times be the sole obligation of Maryland Guarantor), terminate or require Maryland Guarantor to cause the termination of the Approved Franchise Agreement as provided in the Franchisor Comfort Letter and the engagement of an Approved Franchisor selected by Lender to serve as replacement Approved Franchisor branded pursuant to an Approved Franchise Agreement. In the event of (i) a material default by the Approved Franchisor under the Approved Franchise Management Agreement after the expiration of any applicable cure period between Borrower or (ii) the filing of a bankruptcy petition or the occurrence of a similar event with respect to the Approved Franchisor, Lender may, in its sole discretion (Operating Lessee and without any obligation to pay any related termination fee, which termination fee shall be the sole obligation of Maryland Guarantor ), require Maryland Guarantor to cause the termination of the Approved Franchise Agreement (to the extent provided in the Franchisor Comfort Letter) and the engagement of a new Approved Franchisor. (g) Maryland Guarantor shall promptly deliver to an Approved Property ManagerManager (or a franchise or license agreement reasonably acceptable to Lender, in accordance with Section 4.02(b) of the Approved Management Agreement, any notice of default or Event of Default so long as a comfort letter reasonably acceptable to Lender has been delivered to Obligor under this AgreementLender in connection therewith).

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management AgreementAgreement or Agreements, each Approved Property Manager shall agree that the its Approved Management Agreement and the all fees thereunder (including any incentive fee payable thereunder fees) are subject and subordinate to the Indebtedness. Maryland Guarantor Borrower may from time to time, with Lender’s consent (subject to the terms of this Section 5.10(a)), time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and such successor manager shall execute for Lender’s 's benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. Lender shall not withhold its consent to the appointment of any replacement property manager that (a) is a reputable and experienced third-party management organization, (b) possesses no less than ten years’ experience in managing hotel properties similar in size, quality and value to the Property, (c) has been approved by the Approved Franchisor, (d) manages at least 10 hotels in multiple states, with multiple franchisors and with at least an aggregate of 2,000 rooms and (e) is appointed pursuant to an Approved Management Agreement with substantially comparable economics as the existing Approved Management Agreement, including (1) no greater than a 3.0% base management fee and (2) per annum fees (including any incentive fees) that do not exceed the fees specified in the Approved Management Agreement. Lender shall confirm any proposed Approved Property Manager’s compliance with the foregoing within 10 Business Days of Lender’s receipt of Maryland Guarantor’s written request together with all information reasonably necessary to make such determination. If Lender shall fail to respond within such 10 Business Day period, Maryland Guarantor shall have the right to send Lender a notice requesting Lender to respond within 5 Business Days in an envelope and letter marked “LENDER’S IMMEDIATE ATTENTION REQUIRED — FAILURE TO RESPOND WITHIN 5 BUSINESS DAYS SHALL CONSTITUTE A DEEMED CONSENT.” If Lender shall fail to respond within such 5 Business Day period, Lender shall have been deemed to have confirmed such proposed Approved Property Manager’s compliance with the foregoing requirements. (b) The Property shall be branded at all times by an Approved Franchisor pursuant to an Approved Franchise Agreement. Lender shall have the rights and remedies granted to Lender under the Franchisor Comfort Letter. Maryland Guarantor may from time to time appoint an Approved Franchisor to brand the Property pursuant to an Approved Franchise Agreement, and such successor franchisor shall execute for Lender’s benefit a franchisor comfort letter in form and substance reasonably satisfactory to Lender. In no event shall it be deemed unreasonable for Lender to require that the franchisor comfort letter delivered by any successor franchisor be substantially in the form of the Franchisor Comfort Letter. The per annum fees of the Approved Franchisor Property Manager (including any incentive fees) shall not not, at any time, exceed three percent (3.0%) of the fees specified in gross revenues of the Approved Franchise AgreementProperty for the then most recently concluded Test Period. (cb) Maryland Guarantor Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager) to maintain at all times worker’s 's compensation insurance as required by Governmental Authorities. (dc) Maryland Guarantor Borrower shall notify Lender in writing of any default of (i) Maryland Guarantor, Operating Lessee Borrower or the Approved Property Manager under the Approved Management Agreement and (ii) Maryland Guarantor, Operating Lessee or the Approved Franchisor under the Approved Franchise Agreement, in each case, after the expiration of any applicable cure periods, of which Maryland Guarantor Borrower has actual knowledge. After reasonable notice to Maryland Guarantor, Lender shall have the right right, after reasonable notice to cure defaults of Maryland Guarantor or Operating Lessee under (i) the Approved Management Agreement (Borrower and in accordance with the Subordination of Property Management Agreement) and (ii) , to cure defaults of Borrower under the Approved Franchise Agreement (in accordance with the Franchisor Comfort Letter)Management Agreement. Any reasonable out-of-pocket expenses incurred by Lender to cure any such default shall constitute a part of the Indebtedness and shall be due from Borrower upon demand by Lender. (ed) Upon During the continuance of an Event of Default followed Default, or a material default by acceleration the Approved Property Manager under the Approved Management Agreement after the expiration of any applicable cure period or upon the Loanfiling of a bankruptcy petition or the occurrence of a similar event with respect to the Approved Property Manager, Lender may, in its sole discretion (in accordance with Section 3(d) of the Subordination of Management Agreement)discretion, require Maryland Guarantor Borrower to cause the termination of terminate the Approved Management Agreement and the engagement of engage an Approved Property Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement. (f) If Lender forecloses on the Property, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee, if any, shall be the sole obligation of Maryland Guarantor), terminate or require Maryland Guarantor to cause the termination of the Approved Franchise Agreement as provided in the Franchisor Comfort Letter and the engagement of an Approved Franchisor selected by Lender to serve as replacement Approved Franchisor pursuant to an Approved Franchise Agreement. In the event of (i) a material default by the Approved Franchisor under the Approved Franchise Agreement after the expiration of any applicable cure period or (ii) the filing of a bankruptcy petition or the occurrence of a similar event with respect to the Approved Franchisor, Lender may, in its sole discretion (and without any obligation to pay any related termination fee, which termination fee shall be the sole obligation of Maryland Guarantor ), require Maryland Guarantor to cause the termination of the Approved Franchise Agreement (to the extent provided in the Franchisor Comfort Letter) and the engagement of a new Approved Franchisor. (g) Maryland Guarantor shall promptly deliver to Approved Property Manager, in accordance with Section 4.02(b) of the Approved Management Agreement, any notice of default or Event of Default delivered to Obligor under this Agreement.