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. Borrower may from time to time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and, as a condition to such appointment, such Approved Property Manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender, pursuant to which such Approved Property Manager shall agree that its Approved Management Agreement and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness and (y) deliver an updated Nonconsolidation Opinion if such Approved Property Manager is an Affiliate of Borrower. The per annum base management fees of the Approved Property Manager shall not, at any time, exceed the Maximum Management Fee. (b) 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. (c) Borrower shall notify Lender in writing of any default of Borrower or the Approved Property Manager under the Approved Management Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Management Agreement, to cure defaults of Borrower under the Approved 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 promptly following written demand by Lender. (d) In the event that (i) an Event of Default shall be continuing and the Loan has been accelerated, (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 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 Approved 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, terminate or require Borrower to terminate the Approved Management Agreement and engage a replacement property manager (which shall be selected by Borrower, within thirty (30) days after Lender requires Borrower to terminate the then Approved Property Manager, and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been accelerated, such replacement manager may be selected by Lender in Lender’s sole and absolute discretion) to serve as a replacement Approved Property Manager pursuant to an Approved Management Agreement in accordance with the terms of Section 5.10(a).

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Borrower 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 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, as a condition to and such appointment, such Approved Property Manager successor manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) 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 which such Approved Property Manager shall agree that its 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 all (2) per annum fees thereunder (including any incentive fees) are subject and subordinate to that do not exceed the Indebtedness and (y) deliver an updated Nonconsolidation Opinion if such fees specified in the Approved Management Agreement. Lender shall confirm any proposed Approved Property Manager is 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 Affiliate of Borrower. The per annum base management fees of the 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 shall not, at any time, exceed Manager’s compliance with the Maximum Management Feeforegoing requirements. (b) Borrower 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. (cd) Borrower Maryland Guarantor shall notify Lender in writing of any default of Borrower (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 Borrower Maryland Guarantor has actual knowledge. After reasonable notice to Maryland Guarantor, Lender shall have the right, after reasonable notice right to Borrower and cure defaults of Maryland Guarantor or Operating Lessee under (i) the Approved Management Agreement (in accordance with the Subordination of Management Agreement, to cure defaults of Borrower under ) and (ii) the Approved Management AgreementFranchise 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 promptly following written upon demand by Lender. (de) In the event that (i) Upon an Event of Default shall be continuing and followed by acceleration of the Loan has been accelerated, (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 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 Approved 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 caseLoan, Lender may, in its sole discretiondiscretion (in accordance with Section 3(d) of the Subordination of Management Agreement), terminate or require Borrower Maryland Guarantor to terminate cause the termination of the Approved Management Agreement and engage a replacement property manager (which shall be selected by Borrower, within thirty (30) days after Lender requires Borrower to terminate the then engagement of an Approved Property Manager, and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been accelerated, such replacement manager may be Manager selected by Lender in Lender’s sole and absolute discretion) to serve as a 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 terms Approved Management Agreement, any notice of Section 5.10(a)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. Borrower may from time Pursuant to time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and, as a condition to such appointment, such Approved Property Manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lenderor Agreements, pursuant to which such each Approved Property Manager shall agree that its Approved Management Agreement and all fees thereunder (including any incentive fees) are is subject and subordinate to the Indebtedness Debt. Without the prior written consent of the Lender in its sole and (y) deliver an updated Nonconsolidation Opinion if such Approved Property Manager is an Affiliate of Borrower. The per annum base management fees of absolute discretion, Borrower shall not appoint a successor to the Approved Property Manager to manage the Property. Any successor manager of the Property permitted hereunder shall not, at any time, exceed the Maximum execute a Subordination of Property Management FeeAgreement for Lender’s benefit. (b) Borrower shall cause each Approved Property Manager (including any successor Approved Property ManagerManager permitted hereunder) to maintain at all times while the Loan is outstanding to maintain worker’s compensation insurance as required by Governmental Authorities. (c) Borrower shall notify Lender in writing of any default “Event of Borrower Default” (or the Approved Property Manager similar term) under and as defined in the Approved Management Agreement, after the expiration of any applicable cure periods, Agreement of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Management Agreement, Agreement to cure defaults such Events of Default of Borrower under the Approved Management Agreement. Any reasonable actual out-of-pocket expenses incurred by Lender to cure any such default Event of Default shall constitute a part of the Indebtedness Debt and shall be due from Borrower promptly following within ten Business Days after written demand by Lendertherefor. (d) In Lender shall have the event that right to require Borrower to replace the Approved Property Manager with a Person which is not an Affiliate of Borrower and is approved by Lender in its sole good faith discretion upon the occurrence of any one or more of the following events: (i) at any time following the occurrence of an Event of Default shall be continuing and acceleration of the Loan has been acceleratedor the Senior Loan, (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 the if Approved Property Manager shall be in default under the Approved Management Agreement (after the expiration of beyond any applicable notice and/or and cure periodsperiods or (iii) shall be continuing, (iv) the Approved Property Manager files or is the subject of a petition in bankruptcy, (v) a trustee or receiver is appointed for at any time due to the Approved Property Manager’s assets fraud or willful misconduct. (e) Neither Borrower Party shall consent to or otherwise permit any Modification to the terms of the Approved Management Agreement (including, without limitation, any increase in the fee payable to the Approved Property Manager makes an assignment for thereunder) without having first obtained the benefit prior written approval of creditors, or (vi) the Approved Property Manager is adjudicated insolvent, then, in any such case, Lender may, in its sole discretion, terminate or require Borrower to terminate the Approved Management Agreement and engage a replacement property manager (which shall be selected by Borrower, within thirty (30) days after Lender requires Borrower to terminate the then Approved Property Manager, and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been accelerated, such replacement manager may be selected by Lender in Lender’s sole and absolute discretion) to serve as a replacement Approved Property Manager pursuant to an Approved Management Agreement in accordance with the terms of Section 5.10(a)respect thereto.

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 a Subordination of Property Management Agreement, each Approved Property Manager shall agree that its Approved Management Agreement, and all fees (including any incentive fees and base fees) thereunder, are subject and subordinate to the Indebtedness 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). Borrower may from time to time appoint an one or more new or successor managers with respect to any one or more Properties, 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, as a condition to and such appointment, such Approved Property Manager successor managers shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s benefit a Subordination Subordinations of Property Management Agreement in form and substance reasonably satisfactory to Lender. Borrower may from time to time enter into, pursuant to which modify or replace an Approved Management Agreement, but any entering, material modification or replacement of any such Approved Property Manager shall agree that its Approved Management Agreement and all fees thereunder shall be subject to Lender’s prior written consent (including any incentive fees) are subject and subordinate to the Indebtedness and (y) deliver an updated Nonconsolidation Opinion if such Approved Property Manager is an Affiliate of Borrower. The per annum base management fees of the Approved Property Manager which consent shall not, at any timein the absence of a continuing Event of Default, exceed the Maximum Management Feebe unreasonably withheld, delayed or conditioned). (b) 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. (c) Borrower shall notify Lender in writing of any material default of Borrower or the an Approved Property Manager under any of the Approved Management AgreementAgreements, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the applicable Subordination of Management Agreement, to cure defaults of Borrower under the such Approved Management Agreement. 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 promptly following written 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. (d) In Upon the event that (i) occurrence and during the continuance of an Event of Default shall be continuing and the Loan has been accelerated, (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 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 Approved 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 caseDefault, Lender may, in its sole discretion, require Borrower to terminate one or more of the Approved Management Agreements, if any, and engage one or more Approved Property Managers selected by Lender to serve as replacement Approved Property Managers pursuant to Approved Management Agreements, subject, however, to the acquisition by such Approved Property Manager(s) of all necessary Gaming Licenses to the extent required under applicable law. (e) 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 Management 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, require Borrower to terminate the applicable Approved Management Agreement and cause Borrower to engage a one or more replacement property manager Approved Property Managers pursuant to Approved Management Agreements; and (which shall be selected by ii) if the applicable Approved Property Manager is not an Affiliate of Borrower, within thirty (30) days after Lender requires provided no Event of Default is then continuing, Borrower shall have the right, without Lender’s consent, to terminate the then applicable Approved Property Manager, Manager and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been accelerated, such replacement manager may be selected by Lender in Lender’s sole and absolute discretion) to serve as engage a replacement Approved Property Manager pursuant to an Approved Management Agreement in accordance with the terms of Section 5.10(a)Agreement.

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Borrower may from time Pursuant to time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and, as a condition to such appointment, such Approved Property Manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lenderor Agreements, pursuant to which such each Approved Property Manager shall agree that its Approved Management Agreement and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness and (y) deliver Indebtedness. Borrower may from time to time appoint an updated Nonconsolidation Opinion if such Approved Property Manager is to manage the Property pursuant to an Affiliate Approved Management Agreement, and such successor manager shall execute for Lender’s benefit a Subordination of BorrowerProperty Management Agreement in form and substance reasonably satisfactory to Lender. The per annum base management fees of the Approved Property Manager (including any incentive fees) shall not, at any time, exceed 3% of the Maximum Management Feegross revenues of the Property for the then most recently concluded Test Period. (b) 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. (c) Borrower shall notify Lender in writing of any default of Borrower or the Approved Property Manager under the Approved Management Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Management Agreement, to cure defaults of Borrower under the Approved 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 promptly following written upon demand by Lender. (d) In Upon the event that (i) occurrence and during the continuance of an Event of Default shall be continuing and the Loan has been acceleratedDefault, (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 the Approved Property Manager under the Approved Management Agreement (after the expiration of any applicable notice and/or cure periods) shall be continuing, (iv) period or upon the Approved Property Manager files or is the subject filing of a bankruptcy petition in bankruptcy, (v) or the occurrence of a trustee or receiver is appointed for similar event with respect to 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, terminate or require Borrower to terminate the Approved Management Agreement and engage a replacement property manager (which shall be selected by Borrower, within thirty (30) days after Lender requires Borrower to terminate the then an Approved Property Manager, and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been accelerated, such replacement manager may be Manager selected by Lender in Lender’s sole and absolute discretion) to serve as a replacement Approved Property Manager pursuant to an Approved Management Agreement in accordance with the terms of Section 5.10(a)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. Borrower may from time Pursuant to time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and, as a condition to such appointment, such Approved Property Manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s benefit a respective Subordination of Property Management Agreement in form and substance reasonably satisfactory to LenderAgreement, pursuant to which such each Approved Property Manager shall agree that its Approved Management Agreement and all incentive fees payable to the Approved Property Manager thereunder (including any incentive fees) are subject and subordinate to the Indebtedness and (y) deliver an updated Nonconsolidation Opinion if such Indebtedness. In the event Real Hospitality Group, LLC, shall cease to be the Approved Property Manager is for a Property, Borrower may appoint a replacement Approved Property Manager to manage the applicable Property pursuant to an Affiliate Approved Management Agreement, and such successor manager shall execute for Lender’s benefit a subordination and non-disturbance of Borrowerproperty management agreement in form and substance reasonably satisfactory to Lender, Borrower and such replacement Approved Property Manager. The per annum base management fees of the Approved Property Manager under each Approved Management Agreement shall not, at any time, exceed the Maximum Management Fee. (b) 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. (c) Borrower shall notify Lender in writing of any default of Borrower Borrower, Operating Lessee or the Approved Property Manager under the any Approved Management Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Subject to the terms of the applicable Subordination of Management Agreement, Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Management AgreementBorrower, to cure defaults of Borrower or Operating Lessee under the such Approved 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 promptly following written upon demand by Lender. (d) In During the event that (i) an Event continuance of Default shall be continuing and the Loan has been accelerated, (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 the Approved Property Manager under the an Approved Management Agreement (after the expiration of any applicable notice and/or cure periods) ), Lender shall be continuinghave the right to require Borrower to exercise any and all available remedies under such Approved Management Agreement, (iv) and if the exercise of such remedies shall result in the termination of such Approved Management Agreement, engage an Approved 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, reasonably acceptable to Lender may, in its sole discretion, terminate or require Borrower to terminate the Approved Management Agreement and engage a replacement property manager (which shall be selected by Borrower, within thirty (30) days after Lender requires Borrower to terminate the then Approved Property Manager, and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been accelerated, such replacement manager may be selected by Lender in Lender’s sole and absolute discretion) to serve as a 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. (e) 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 a franchisor comfort letter reasonably acceptable to Lender. During the continuance 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 shall 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 accordance with the terms termination of Section 5.10(a)such Approved Franchise Agreement, engage an Approved Franchisor reasonably acceptable to Lender to serve as replacement Approved Franchisor pursuant to an Approved Franchise Agreement.

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. In the event that the Approved Property Manager shall cease to be the property manager with respect to the Property, Borrower may from time to time appoint an a replacement Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and, as . If such successor manager is a condition to such appointmentnational manager, such Approved Property Manager successor manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) 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. If such successor manager is an affiliate of Borrower, pursuant then (i) Borrower shall deliver to which Lender a new nonconsolidation opinion reasonably acceptable to Lender with respect to such successor manager and new Approved Property Manager Management Agreement, and (ii) such successor manager shall agree execute for Lender’s benefit a subordination agreement that its shall permit termination of such new Approved Management Agreement upon the occurrence of a Manager Termination Event and all fees thereunder (including any incentive fees) are subject shall be in form and subordinate substance reasonably satisfactory to the Indebtedness and (y) deliver an updated Nonconsolidation Opinion if such Approved Property Manager is an Affiliate of Borrower. The per annum base management fees of the Approved Property Manager shall not, at any time, exceed the Maximum Management FeeLender. (b) 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. (c) Borrower shall notify Lender in writing of any default of Borrower or the Approved Property Manager under the Approved Management Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Management Nondisturbance Agreement, to cure defaults of Borrower under the Approved 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 promptly following within five Business Days from receipt of written demand by Lender. (d) In If and to the event that (i) an Event extent permitted under the Approved Management Agreement and subject to the provisions of Default shall be continuing and the Loan has been acceleratedNondisturbance Agreement, (ii) following any foreclosure, conveyance in lieu of foreclosure or other similar transaction following transaction, or during the continuance of (i) an Event of Default shall have occurredhereunder, and (iiiii) a material default by the Approved Property Manager under the Approved Management Agreement (after the expiration of any applicable notice and/or cure periods) by the Approved Property Manager under the Approved Management Agreement (provided that an Event of Default shall also be continuingcontinuing hereunder), (iv) or, subject to applicable law, if the Approved Property Manager files or is the subject of a petition in bankruptcy, (v) 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 (vi) if the Approved Property Manager is adjudicated insolvent, then, in any such casecase (any such event, a “Manager Termination Event”), Lender may, in its sole discretion, terminate or require Borrower to terminate the Approved Management Agreement and engage a replacement property manager (which shall be selected by Borrower, within thirty (30) days after Lender requires Borrower to terminate the then another Approved Property Manager, and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been accelerated, such replacement manager may be selected by Lender in Lender’s sole and absolute discretion) Manager to serve as a replacement Approved Property Manager pursuant to an Approved Management Agreement. (e) In the event that the Approved Management Agreement is scheduled to expire at any time during the term of the Loan, Borrower shall submit to Lender by no later than 60 days prior to such expiration a draft replacement management agreement for approval in accordance with the terms and conditions hereof. Borrower’s failure to submit the same within such time-frame shall, at Lender’s option, constitute an immediate Event of Section 5.10(a)Default.

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Borrower may from time Pursuant to time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and, as a condition to such appointment, such Approved Property Manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lenderor Agreements, pursuant to which such each Approved Property Manager shall agree that its Approved Management Agreement and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness and (y) deliver Indebtedness. Borrower may from time to time appoint an updated Nonconsolidation Opinion if such Approved Property Manager is to manage the Property pursuant to an Affiliate Approved Management Agreement, and such successor manager shall execute for Lender's benefit a Subordination of BorrowerProperty Management Agreement in form and substance reasonably satisfactory to Lender. The per annum base management fees of the Approved Property Manager (including any incentive fees) shall not, at any time, exceed three percent (3.0%) of the Maximum Management Feegross revenues of the Property for the then most recently concluded Test Period. (b) 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. (c) Borrower shall notify Lender in writing of any default of Borrower or the Approved Property Manager under the Approved Management Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Property Management Agreement, to cure defaults of Borrower under the Approved 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 promptly following written upon demand by Lender. (d) In During the event that (i) continuance of an Event of Default shall be continuing and the Loan has been acceleratedDefault, (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 the Approved Property Manager under the Approved Management Agreement (after the expiration of any applicable notice and/or cure periods) shall be continuing, (iv) period or upon the Approved Property Manager files or is the subject filing of a bankruptcy petition in bankruptcy, (v) or the occurrence of a trustee or receiver is appointed for similar event with respect to 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, terminate or require Borrower to terminate the Approved Management Agreement and engage a replacement property manager (which shall be selected by Borrower, within thirty (30) days after Lender requires Borrower to terminate the then an Approved Property Manager, and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been accelerated, such replacement manager may be Manager selected by Lender in Lender’s sole and absolute discretion) to serve as a replacement Approved Property Manager pursuant to an Approved Management Agreement in accordance with the terms of Section 5.10(a)Agreement.

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Borrower may from time Pursuant to time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and, as a condition to such appointment, such Approved Property Manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lenderor Agreements, pursuant to which such each Approved Property Manager shall agree that its Approved Management Agreement and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness and (y) deliver Indebtedness. Borrower may from time to time appoint an updated Nonconsolidation Opinion if such Approved Property Manager is to manage the Property pursuant to an Affiliate Approved Management Agreement, and such successor manager shall execute for Lender's benefit a Subordination of BorrowerProperty Management Agreement in form and substance reasonably satisfactory to Lender. The per annum base management fees of the Approved Property Manager (including any incentive fees) shall not, at any time, exceed three (3%) of the Maximum Management Feegross revenues of the Property for the then most recently concluded Test Period. (b) 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. (c) Borrower shall notify Lender in writing of any default of Borrower or the Approved Property Manager under the Approved Management Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Management Agreement, to cure defaults of Borrower under the Approved 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 promptly following written upon demand by Lender. (d) In During the event that (i) continuance of an Event of Default shall be continuing and the Loan has been acceleratedDefault, (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 the Approved Property Manager under the Approved Management Agreement (after the expiration of any applicable notice and/or cure periods) shall be continuing, (iv) period or upon the Approved Property Manager files or is the subject filing of a bankruptcy petition in bankruptcy, (v) or the occurrence of a trustee or receiver is appointed for similar event with respect to 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, terminate or require Borrower to terminate the Approved Management Agreement and engage a replacement property manager (which shall be selected by Borrower, within thirty (30) days after Lender requires Borrower to terminate the then an Approved Property Manager, and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been accelerated, such replacement manager may be Manager selected by Lender in Lender’s sole and absolute discretion) to serve as a replacement Approved Property Manager pursuant to an Approved Management Agreement in accordance with the terms of Section 5.10(a)Agreement.

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Borrower may from time Pursuant to time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and, as a condition to such appointment, such Approved Property Manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to LenderAgreement, pursuant to which such the Approved Property Manager shall agree that its Approved Management Agreement and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness Indebtedness. Borrower may from time to time cause Mortgage Borrower to appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, 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 (yiv) deliver an updated Nonconsolidation Opinion if such Approved Property Manager is an Affiliate of Borrower, Borrower shall deliver to Lender a new nonconsolidation opinion reasonably acceptable to Lender or a modification to the Nonconsolidation Opinion, in either case with respect to such Approved Property Manager and new management agreement. The per annum base management fees of the Approved Property Manager (including any incentive fees) shall not, at any time, exceed the Maximum Management Fee. (b) 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. (c) Borrower shall notify Lender in writing of any default of Mortgage Borrower or the Approved Property Manager under the Approved Management Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Management Agreement, to cure defaults of Mortgage Borrower under the Approved 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 promptly following written upon demand by Lender. (d) In the event that (i) an Event of Default shall be continuing and the Loan has been acceleratedcontinuing, (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 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 Approved 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, terminate or require Borrower to cause Mortgage Borrower to terminate the Approved Management Agreement and engage a replacement property manager (which shall be selected by Borrower, within thirty (30) days after Lender requires require Borrower to terminate the then engage an Approved Property Manager, and Manager reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been accelerated, such replacement manager may be selected by Lender in Lender’s sole and absolute discretion) to serve as a replacement Approved Property Manager pursuant to an Approved Management Agreement in accordance with the terms of Section 5.10(a)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. Borrower may from time Pursuant to time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and, as a condition to such appointment, such Approved Property Manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lenderor Agreements, pursuant to which such each Approved Property Manager shall agree that its Approved Management Agreement and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness (provided that there shall be no obligation to repay any fees received and earned prior to the occurrence of an Event of Default). Borrower may from time to time appoint an Approved Property Manager to manage the applicable Property pursuant to an Approved Management Agreement, 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, and (yiv) deliver an updated Nonconsolidation Opinion if such Approved Property Manager is an Affiliate affiliate of Borrower, Borrower shall deliver to Lender a new nonconsolidation opinion reasonably acceptable to Lender with respect to such Approved Property Manager and new Approved Management Agreement. The per annum base management fees of the Approved Property Manager (including any incentive fees) shall not, at any time, exceed the Maximum Management Fee, which amount shall not include any amounts payable as a reimbursement of expenses under the Approved Management Agreement. (b) 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. (c) Borrower shall notify Lender in writing of any material default of Borrower or the an Approved Property Manager under any of the Approved Management AgreementAgreements, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the such Subordination of Property Management Agreement, to cure defaults of Borrower under the such Approved Management Agreement. Any reasonable 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 promptly following written upon demand by Lender. (d) In During the event that (i) continuance of an Event of Default shall be continuing and the Loan has been acceleratedDefault, (ii) or following any foreclosure, conveyance in lieu of foreclosure or other similar transaction following an Event transaction, or during the continuance of Default shall have occurred, (iii) a material default by the Approved Property Manager under the Approved Management Agreement (after the expiration of any applicable notice and/or cure periods) shall be continuing), (iv) or if the Approved Property Manager files or is the subject of a petition in bankruptcy, (v) 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 (vi) if the Approved Property Manager is adjudicated insolvent, then, in any such case, Lender may, in its sole discretion, terminate or require Borrower to terminate the Approved Management Agreement and engage a replacement property manager (which shall be an Approved Property Manager selected by Borrower, within thirty (30) days after Lender requires Borrower to terminate the then Approved Property Manager, and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been acceleratedof an Event of Default or following any foreclosure, such replacement manager may be conveyance in lieu of foreclosure or other similar transaction, selected by Lender in Lender’s sole and absolute discretion) , to serve as a replacement Approved Property Manager pursuant to an Approved Management Agreement. (e) In the event that the Approved Management Agreement is scheduled to expire at any time during the term of the Loan (after giving effect to any extensions now or hereafter agreed to by Borrower and 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 the terms of Section 5.10(a)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. The Approved Property Management Agreement in place as of the Closing Date shall be subject to the Starwood SNDA. In the event W Hotel Management Inc. shall cease to be the Approved Property Manager, Borrower may from time to time appoint an a replacement Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and, as a condition to and such appointment, such Approved Property Manager successor manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) 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, pursuant to which Borrower and such replacement Approved Property Manager shall agree that its Approved Management Agreement and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness and (y) deliver an updated Nonconsolidation Opinion if such Approved Property Manager is an Affiliate of BorrowerManager. The per annum base management fees of the Approved Property Manager shall not, at any time, exceed the Maximum Management Fee. (b) 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. (c) Borrower shall notify Lender in writing of any default of Borrower Borrower, Operating Lessee or the Approved Property Manager under the Approved Management Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Subject to the terms of the Starwood SNDA, Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Management AgreementBorrower, to cure defaults of Borrower or Operating Lessee under the Approved 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 promptly following written upon demand by Lender. (d) In During the event that (i) an Event continuance of Default shall be continuing and the Loan has been accelerated, (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 the Approved Property Manager under the Approved Management Agreement (after the expiration of any applicable notice and/or cure periods) ), Lender shall be continuinghave the right to require Borrower to exercise any and all available remedies under the Approved Management Agreement, (iv) and if the exercise of such remedies shall result in the termination of the Approved Management Agreement, engage an Approved 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, reasonably acceptable to Lender may, in its sole discretion, terminate or require Borrower to terminate the Approved Management Agreement and engage a replacement property manager (which shall be selected by Borrower, within thirty (30) days after Lender requires Borrower to terminate the then Approved Property Manager, and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been accelerated, such replacement manager may be selected by Lender in Lender’s sole and absolute discretion) to serve as a 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. (e) The Property shall at all times be branded pursuant to an Approved Management Agreement between Borrower or Operating Lessee and an Approved Property Manager (or a franchise or license agreement reasonably acceptable to Lender, so long as a comfort letter reasonably acceptable to Lender has been delivered to Lender in accordance with the terms of Section 5.10(aconnection therewith).

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Borrower may from time Pursuant to time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and, as a condition to such appointment, such Approved Property Manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lenderor Agreements, pursuant to which such each Approved Property Manager shall agree that its Approved Management Agreement and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness Indebtedness. Borrower may from time to time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, 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 benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender, and (yiv) deliver an updated Nonconsolidation Opinion if requested by Lender if such Approved Property Manager is an Affiliate affiliate of Borrower, Borrower shall deliver to Lender a non-consolidation opinion reasonably acceptable to Lender with respect ..to such Approved Property Manager and new Approved Management Agreement. The per annum base management fees of the Approved Property Manager (including any incentive fees) shall not, at any time, exceed the Maximum Management Fee. (b) 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. (c) Borrower shall notify Lender in writing of any default of Borrower or the Approved Property Manager under the Approved Management Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Property Management Agreement, to cure defaults of Borrower under the Approved 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 promptly following written upon demand by Lender. (d) In During the event that (i) continuance of an Event of Default shall be continuing and the Loan has been acceleratedDefault, (ii) or following any foreclosure, conveyance in lieu of foreclosure or other similar transaction following an Event transaction, or during the continuance of Default shall have occurred, (iii) a material default by the Approved Property Manager under the Approved Management Agreement (after the expiration of any applicable notice and/or cure periods) shall be continuing), (iv) or if the Approved Property Manager files or is the subject of a petition in bankruptcy, (v) or if a trustee or receiver is appointed for the Approved Property Manager’s 's assets or the Approved Property Manager makes an assignment for the benefit of creditors, or (vi) 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, terminate or require Borrower to terminate the Approved Management Agreement and engage a replacement property manager (which shall be selected by Borrower, within thirty (30) days after Lender requires Borrower to terminate the then an Approved Property Manager, and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been accelerated, such replacement manager may be Manager selected by Lender in Lender’s sole and absolute discretion) to serve as a replacement Approved Property Manager pursuant to an Approved Management Agreement. (e) In the event that the Approved Management Agreement is scheduled to expire at any time during the term of the Loan, Borrower shall submit to Lender by no later than 60 days prior to such expiration a draft replacement management agreement for approval in accordance with the terms and conditions hereof. Borrower's failure to submit the same within such time-frame shall, at Lender's option, constitute an immediate Event of Section 5.10(a)Default.

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. Borrower may from time to time time, with Lender’s consent and subject to satisfaction of the 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, as a condition to and such appointment, such Approved Property Manager successor manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender, pursuant . Any request for Lender’s consent to which such the appointment of a replacement Approved Property Manager shall agree that its Approved Management Agreement be made in writing and all fees thereunder (including any incentive fees) are subject accompanied by the proposed management agreement and subordinate to such information regarding the Indebtedness and (y) deliver an updated Nonconsolidation Opinion if such proposed replacement Approved Property Manager is an Affiliate 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 has been managing such properties). If Lender shall fail to respond to Borrower. The per annum base management fees of the ’s request to approve or disapprove a replacement Approved Property Manager within ten Business Days of Lender’s receipt of such request and all required information, Borrower may deliver to Lender a second request for consent stating in bold and capitalized type that “LENDER’S FAILURE TO RESPOND TO THE ENCLOSED REQUEST WITHIN TEN BUSINESS DAYS SHALL BE DEEMED LENDER’S APPROVAL.” 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 not, at any time, exceed the Maximum Management Feebe deemed approved. (b) The Properties shall be branded at all times as “Affinia”, except for the Property branded as “The Xxxxxxxx”, which shall continue to be branded at all times as “The Xxxxxxxx”. (c) 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. (cd) Borrower shall notify Lender in writing of any default of Borrower Borrower, Operating Lessee or the Approved Property Manager under the any Approved Management Agreement, Agreement after the expiration of any applicable cure periods, of which Borrower has actual knowledge. After reasonable notice to Borrower, Lender shall have the right, after reasonable notice right to cure defaults of Borrower and or Operating Lessee under any Approved Management Agreement (in accordance with the Subordination of Management Agreement, to cure defaults of Borrower under the Approved 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 promptly following written upon demand by Lender. (de) In the event that (i) Upon an Event of Default shall be continuing and followed by acceleration of the Loan has been accelerated, (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 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 Approved 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 caseLoan, Lender may, in its sole discretiondiscretion (in accordance with the applicable Subordination of Management Agreement), terminate or require Borrower or Operating Lessee to terminate cause the termination of one or more Approved Management Agreement Agreements and to engage a replacement property manager (which shall be selected by Borrower, within thirty (30) days after Lender requires Borrower to terminate the then an Approved Property Manager, and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been accelerated, such replacement manager may be Manager selected by Lender in Lender’s sole and absolute discretion) to serve as a replacement Approved Property Manager pursuant to an Approved Management Agreement in accordance with the terms of Section 5.10(a)Agreement.

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Borrower may from time Pursuant to time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and, as a condition to such appointment, such Approved Property Manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lenderor Agreements, pursuant to which such each Approved Property Manager shall agree that its Approved Management Agreement and all fees thereunder (including any incentive fees) are is subject and subordinate to the Indebtedness Debt. Without the prior written consent of the Lender in its sole and (y) deliver an updated Nonconsolidation Opinion if such Approved Property Manager is an Affiliate of Borrower. The per annum base management fees of absolute discretion, Borrower shall not appoint a successor to the Approved Property Manager to manage the Property. Any successor manager of the Property permitted hereunder shall not, at any time, exceed the Maximum execute a Subordination of Property Management FeeAgreement for Lender’s benefit. (b) Borrower shall cause each Approved Property Manager (including any successor Approved Property ManagerManager permitted hereunder) to maintain at all times while the Loan is outstanding to maintain worker’s compensation insurance as required by Governmental Authorities. (c) Borrower shall notify Lender in writing of any default “Event of Borrower Default” (or the Approved Property Manager similar term) under and as defined in the Approved Management Agreement, after the expiration of any applicable cure periods, Agreement of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Management Agreement, Agreement to cure defaults such Events of Default of Borrower under the Approved Management Agreement. Any reasonable actual out-of-pocket expenses incurred by Lender to cure any such default Event of Default shall constitute a part of the Indebtedness Debt and shall be due from Borrower promptly following within ten Business Days after written demand by Lendertherefor. (d) In Lender shall have the event that right to require Borrower to replace the Approved Property Manager with a Person which is not an Affiliate of Borrower and is approved by Lender in its sole good faith discretion upon the occurrence of any one or more of the following events: (i) at any time following the occurrence of an Event of Default shall be continuing and acceleration of the Loan, the Senior Loan, the Senior Mezzanine Loan has been acceleratedor the Junior A Mezzanine Loan, (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 the if Approved Property Manager shall be in default under the Approved Management Agreement (after the expiration of beyond any applicable notice and/or and cure periodsperiods or (iii) shall be continuing, (iv) the Approved Property Manager files or is the subject of a petition in bankruptcy, (v) a trustee or receiver is appointed for at any time due to the Approved Property Manager’s assets fraud or willful misconduct. (e) Neither Borrower Party shall consent to or otherwise permit any Modification to the terms of the Approved Management Agreement (including, without limitation, any increase in the fee payable to the Approved Property Manager makes an assignment for thereunder) without having first obtained the benefit prior written approval of creditors, or (vi) the Approved Property Manager is adjudicated insolvent, then, in any such case, Lender may, in its sole discretion, terminate or require Borrower to terminate the Approved Management Agreement and engage a replacement property manager (which shall be selected by Borrower, within thirty (30) days after Lender requires Borrower to terminate the then Approved Property Manager, and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been accelerated, such replacement manager may be selected by Lender in Lender’s sole and absolute discretion) to serve as a replacement Approved Property Manager pursuant to an Approved Management Agreement in accordance with the terms of Section 5.10(a)respect thereto.

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 subordinate to the Indebtedness. Borrower may from time to time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and, as a condition to and such appointment, such Approved Property Manager successor manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender, pursuant to which such . The per annum fees of the Approved Property Manager shall agree that its Approved Management Agreement and all fees thereunder (including any incentive fees) are subject and subordinate to shall not exceed the Indebtedness and (y) deliver an updated Nonconsolidation Opinion if such fees specified in the Approved Management Agreement. In connection with any approval by Lender of a replacement Approved Property Manager is an Affiliate Manager, including any negotiation of Borrower. The per annum base management fees a replacement Subordination of the Approved Property Manager Management Agreement, Servicer shall notuse commercially reasonable efforts to make its determination within thirty (30) days after receipt from Borrower of all required information, at including any time, exceed the Maximum Management Feeadditional information that Servicer requests. (b) 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. (c) Borrower shall notify Lender in writing of any default of Borrower Borrower, Operating Lessee or the Approved Property Manager under the Approved Management Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Management Agreement, to cure defaults of Borrower or Operating Lessee under the Approved 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 promptly following written upon demand by Lender. (d) In During the event that (i) continuance of an Event of Default shall be continuing and the Loan has been acceleratedand, (ii) any foreclosuresimultaneously, conveyance in lieu of foreclosure or other similar transaction following an Event of Default shall have occurred, (iii) a material default by the Approved Property Manager under the Approved Management Agreement (after the expiration of any applicable notice and/or cure periods) shall be continuing, (iv) period or upon the Approved Property Manager files or is the subject filing of a bankruptcy petition in bankruptcy, (v) or the occurrence of a trustee or receiver is appointed for similar event with respect to 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, terminate or require Borrower to terminate cause the termination of the Approved Management Agreement and engage a replacement property manager (which shall be selected by Borrower, within thirty (30) days after Lender requires Borrower to terminate the then engagement of an Approved Property Manager, and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been accelerated, such replacement manager may be Manager selected by Lender in Lender’s sole and absolute discretion) to serve as a replacement Approved Property Manager pursuant to an Approved Management Agreement in accordance with the terms of Section 5.10(a)Agreement.

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Borrower may from time Pursuant to time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and, as a condition to such appointment, such Approved Property Manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to LenderAgreement, pursuant to which such the Approved Property Manager shall agree that its Approved Management Agreement and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness Indebtedness. Borrower may from time to time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, 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 (yiv) deliver an updated Nonconsolidation Opinion if such Approved Property Manager is an Affiliate of Borrower, Borrower shall deliver to Lender a new nonconsolidation opinion reasonably acceptable to Lender or a modification to the Nonconsolidation Opinion, in either case with respect to such Approved Property Manager and new management agreement. The per annum base management fees of the Approved Property Manager (including any incentive fees) shall not, at any time, exceed the Maximum Management Fee. (b) 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. (c) Borrower shall notify Lender in writing of any default of Borrower or the Approved Property Manager under the Approved Management Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Management Agreement, to cure defaults of Borrower under the Approved 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 promptly following written upon demand by Lender. (d) In the event that (i) an Event of Default shall be continuing and the Loan has been acceleratedcontinuing, (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 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 Approved 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, terminate or require Borrower to terminate the Approved Management Agreement and engage a replacement property manager (which shall be selected by Borrower, within thirty (30) days after Lender requires require Borrower to terminate the then engage an Approved Property Manager, and Manager reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been accelerated, such replacement manager may be selected by Lender in Lender’s sole and absolute discretion) to serve as a replacement Approved Property Manager pursuant to an Approved Management Agreement in accordance with the terms of Section 5.10(a)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. As a condition to the Closing (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 its Approved Management Agreement, and all fees (including any incentive fees) thereunder, are subject and subordinate to the Indebtedness 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. Borrower may from time to time appoint an one or more successor managers, 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, as a condition to and such appointment, such Approved Property Manager successor managers shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s benefit a Subordination Subordinations of Property Management Agreement in form and substance reasonably satisfactory to Lender. Borrower may, pursuant or may permit TRS Lessee to, from time to time modify or replace an Approved Management Agreement, but any material modification or replacement agreement shall be subject to Lender’s prior written consent (which such Approved Property Manager consent shall agree that its not, in the absence of a continuing Event of Default, be unreasonably withheld, delayed or conditioned) and Rating Confirmation. No new Approved Management Agreement and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness and (y) deliver an updated Nonconsolidation Opinion if such Approved Property Manager is an Affiliate of Borrower. The per annum base hereafter entered into shall provide for management fees in excess of the Approved Property Manager shall not, at any time, exceed the Maximum Management Fee4% of gross revenues without Lender’s prior written consent. (b) Each Mortgaged Property shall 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, but any such modification or replacement of an Approved Franchise Agreement shall be subject to Lender’s prior written consent (which consent shall not, in the absence of a continuing Event of Default, be unreasonably withheld, delayed or conditioned) and Lender’s receipt of a Franchise Comfort Letter from the successor Approved Franchisor. (c) 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. (cd) Borrower shall notify Lender in writing of any material default of Borrower Borrower, TRS Lessee or the an Approved Property Manager under any of the Approved Management AgreementAgreements, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower or TRS Lessee and in accordance with the applicable Subordination of Property Management Agreement, to cure material defaults of Borrower or TRS Lessee under the such Approved 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 promptly following written upon demand by Lender. (d) In . Notwithstanding anything to the event that (i) an Event contrary, in the case of Default shall be continuing and the Loan has been accelerated, (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 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 under the Approved Management Agreement (after and in any event by no later than 5 Business Days prior to the expiration of any applicable notice and/or cure periodsperiods provided under the applicable Approved Management Agreement. (e) shall be continuing, (iv) Upon the Approved Property Manager files or is occurrence and during the subject continuance 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 Event of creditors, or (vi) the Approved Property Manager is adjudicated insolvent, then, in any such caseDefault, Lender may, in its sole discretion, (1) terminate or require Borrower to terminate, or to cause TRS Lessee to terminate, one or more of the Approved Management Agreements and engage one or more Approved Property Managers selected by Lender to serve as replacement Approved Property Managers pursuant to Approved Management Agreements; and/or (2) to the extent permitted under the Approved Franchise Agreements, terminate or require Borrower to terminate, or cause TRS Lessee to terminate, one or more of the Approved Franchisors and, if requested by Lender, engage one or more Approved Franchisors selected by Lender to serve as replacement Approved Franchisors pursuant to Approved Franchise Agreements. (f) Upon the filing of a bankruptcy petition or the occurrence of a similar event with respect to 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, require Borrower to terminate, or cause TRS Lessee to terminate, the applicable Approved Management Agreement and engage a replacement property manager (which shall be selected by Borrower, within thirty (30) days after Lender requires cause Borrower to terminate the then Approved Property Managerengage, and reasonably approved by Lender) (providedor cause TRS Lessee to engage, that, if Borrower does not select a replacement property manager within such 30-day period one or in the event that the Loan has been accelerated, such replacement manager may be selected by Lender in Lender’s sole and absolute discretion) to serve as a more replacement Approved Property Manager Managers pursuant to an 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 engage, or cause TRS Lessee to engage, one or more replacement Approved Franchisors pursuant to Approved Franchise Agreements. (g) Notwithstanding anything herein to the contrary, in accordance connection with the terms of Section 5.10(aclosing, Lender agrees to enter into reasonably satisfactory subordination and non-disturbance agreements with Hilton brands with respect to any Approved Management Agreements that terminate within 18 months after the Closing Date, 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). 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 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 or Agreements, each Approved Property Manager shall agree that its Approved Management Agreement and all fees thereunder (including, without limitation, any incentive fees) relating to the Properties are subject and subordinate to the Indebtedness. Borrower may from time to time appoint an a new Approved Property Manager to manage the applicable Property pursuant to an a new Approved Management Agreement, and, as a condition to and such appointment, such Approved Property Manager successor manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender, pursuant to which such Approved Property Manager shall agree that its Approved Management Agreement and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness and (y) deliver an updated Nonconsolidation Opinion if such Approved Property Manager is an Affiliate of Borrower. The per annum base management fees of the Approved Property Manager (including, without limitation, any incentive fees) shall not, at any time, exceed (i) in the Maximum Management Feecase of all Properties other than Sunset Valley, 2% of the gross revenues of the relevant Property and (ii) in the case of Sunset Valley, 4% of the gross revenues of the relevant Property, in each of cases (i) and (ii), for the then most recently concluded Test Period. (b) Borrower shall cause each Approved Property Manager (including including, without limitation, any successor Approved Property Manager) to maintain at all times worker’s compensation insurance as required by Governmental Authorities. (c) Borrower shall notify Lender in writing of any default of Borrower or the an Approved Property Manager under any of the Approved Management AgreementAgreements, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the such Subordination of Management Agreement, to cure defaults of Borrower under the such Approved 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 promptly following written upon demand by Lender.. | NY\1631294.13 mle xx xxxx Loan Agreement|| (d) In Upon the event that (i) occurrence and during the continuance of an Event of Default shall be continuing and the Loan has been acceleratedDefault, (ii) any foreclosure, conveyance in lieu of foreclosure or other similar transaction following an Event of Default shall have occurred, (iii) a material default relating to any of the Properties by the an Approved Property Manager under the an Approved Management Agreement (after the expiration of any applicable notice and/or cure periods) shall be continuing, (iv) period or upon the Approved Property Manager files or is the subject filing of a bankruptcy petition in bankruptcy, (v) or the occurrence of a trustee or receiver is appointed for the similar event with respect to an 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, terminate or require Borrower to terminate remove the Properties from the application of the Approved Management Agreement and engage a replacement property manager (which shall be selected by Borrower, within thirty (30) days after Lender requires Borrower to terminate the then an Approved Property Manager, and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been accelerated, such replacement manager may be Manager selected by Lender in Lender’s sole and absolute discretion) to serve as a replacement Approved Property Manager pursuant to an Approved Management Agreement. If Lender does not select a replacement Approved Property Manager, Lender shall have the right to request that the existing Approved Property Manager enter into a new Approved Management Agreement in accordance with that relates only to the terms of Section 5.10(a)Properties.

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 Agreement or Agreements, each Approved Property Manager shall agree that its Approved Management Agreement, and all fees thereunder (including any incentive fees), are subject and subordinate to the Indebtedness. Presidents Borrower may from time to time appoint a successor manager, which successor manager shall be an Approved Property Manager Managers, to manage the Property Properties pursuant to an Approved Management Agreement, and, as a condition to and such appointment, such Approved Property Manager successor manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender, pursuant to which such . The per annum fees of each Approved Property Manager shall agree that its Approved Management Agreement and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness and (y) deliver an updated Nonconsolidation Opinion if such Approved Property Manager is an Affiliate of Borrower. The per annum base management fees of the Approved Property Manager shall not, at any time, exceed four percent (4%) of the Maximum Management Feegross revenues of the relevant Property for the then most recently concluded Test Period. (b) RKB Borrower shall cause Presidents Borrower to, and 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. (c) RKB Borrower shall cause Presidents Borrower to, and Presidents Borrower shall notify Lender in writing of any default of Presidents Borrower or the an Approved Property Manager under any of the Approved Management AgreementAgreements, after the expiration of any applicable cure periods, of which Presidents Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the such Subordination of Management Agreement, to cure defaults of Presidents Borrower under the such Approved 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 promptly following written upon demand by Lender. (d) In Upon the event that (i) occurrence and during the continuance of an Event of Default shall be continuing and the Loan has been acceleratedDefault, (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 the an Approved Property Manager under the an Approved Management Agreement (after the expiration of any applicable notice and/or cure periods) shall be continuing, (iv) period or upon the Approved Property Manager files or is the subject filing of a bankruptcy petition in bankruptcy, (v) or the occurrence of a trustee or receiver is appointed for the similar event with respect to an 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, terminate or require Presidents Borrower to terminate the Approved Management Agreement and engage a replacement property manager (which shall be selected by Borrower, within thirty (30) days after Lender requires Borrower to terminate the then an Approved Property Manager, and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been accelerated, such replacement manager may be Manager selected by Lender in Lender’s sole and absolute discretion) to serve as a replacement Approved Property Manager pursuant to an Approved Management Agreement in accordance with the terms of Section 5.10(a)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 or Agreements, each Approved Property Manager shall agree that its Approved Management Agreement, and all fees thereunder (including any incentive fees), are subject and subordinate to the Indebtedness. Borrower may from time to time appoint a successor manager, which successor manager shall be an Approved Property Manager Manager, to manage the Property pursuant to an Approved Management Agreement, and, as a condition to and such appointment, such Approved Property Manager successor manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s 's benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender, pursuant to which such . The fees of the Approved Property Manager shall agree that its Approved Management Agreement and all fees thereunder (including any incentive fees) are subject and subordinate to shall not exceed market rates generally paid by owners of similar properties in the Indebtedness and (y) deliver an updated Nonconsolidation Opinion if such Approved applicable geographic market in which the Property Manager is an Affiliate of Borrower. The per annum base management fees of the Approved Property Manager shall not, at any time, exceed the Maximum Management Feelocated. (b) 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. (c) Borrower shall notify Lender in writing of any default of Borrower or the Approved Property Manager under the Approved Management Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Management Agreement, to cure defaults of Borrower under the Approved 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 promptly following written upon demand by Lender. (d) In Upon the event that (i) occurrence and during the continuance of an Event of Default shall be continuing Default, Lender may, in its sole discretion, require, Borrower to terminate the Approved Management Agreement and the Loan has been accelerated, (ii) any foreclosure, conveyance in lieu of foreclosure or other similar transaction following engage an Event of Default shall have occurred, (iii) Approved Property Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement. Following a material default by the Approved Property Manager under the Approved Management Agreement (that is reasonably likely to result in a Material Adverse Effect and after the expiration of any applicable notice and/or cure periods) shall be continuing, (iv) the Approved 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 caseperiod, Lender may, in its sole reasonable discretion, terminate or require Borrower to terminate the Approved Management Agreement and engage a replacement property manager (which shall be an Approved Property Manager selected by Lender that is not one of the entities listed on Schedule J hereto (or, at Borrower's option, within thirty (30) days after Lender requires selected by Borrower to terminate the then Approved Property Manager, and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been accelerated, such replacement manager may be selected by Lender in Lender’s sole and absolute discretion) to serve as a replacement Approved Property Manager pursuant to an Approved Management Agreement in accordance with the terms of Section 5.10(a)Agreement.

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Borrower may from time Pursuant to time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and, as a condition to such appointment, such Approved Property Manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lenderor Agreements, pursuant to which such each Approved Property Manager shall agree that its Approved Management Agreement Agreement, and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness and (y) deliver Indebtedness. Borrower may from time to time appoint a successor manager, which successor manager shall be an updated Nonconsolidation Opinion if such Approved Property Manager is Manager, to manage the Property pursuant to an Affiliate Approved Management Agreement, and such successor manager shall execute for Lender's benefit a Subordination of BorrowerProperty Management Agreement in form and substance reasonably satisfactory to Lender. The per annum base management fees of the Approved Property Manager (including any incentive fees) shall not, at any time, exceed 2.5% of the Maximum Management Feegross revenues of the Property for the then most recently concluded Test Period. (b) 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. (c) Borrower shall notify Lender in writing of any material default of Borrower or the Approved Property Manager under the Approved Management Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Management Agreement, to cure defaults of Borrower under the Approved 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 promptly following written upon demand by Lender. (d) In the event that (i) an Event of Default shall be continuing and the Loan has been acceleratedIf, (ii) any foreclosure, conveyance in lieu of foreclosure or other similar transaction following an Event of Default after Borrower shall have occurred, (iii) entered into a material default by 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 Approved 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, terminate or require Borrower to terminate the Approved Management Agreement and engage a replacement property manager (which shall be selected by Borrower, within thirty (30) days after Lender requires Borrower to terminate the then Approved Property Manager, and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been accelerated, such replacement manager may be selected by Lender in Lender’s sole and absolute discretion) to serve as a replacement Approved Property Manager pursuant to an Approved Management Agreement in accordance with the terms hereof, (a) a monetary Event of Default 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 Lender in its sole and absolute discretion) occurs and is continuing under the terms of any Management Agreement or (c) the Manager shall become insolvent, Borrower shall, at the request of Lender, terminate the Management Agreement and replace the Manager with an Approved Property Manager in accordance with this Section 5.10(a)5.10.

Management of Collateral. (a) The Each Property shall be managed at all times by an Approved Property Manager Manager. If Borrower is not or does not remain the Approved Property Manager, the management shall be pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management Agreement or Agreements, each Approved Property Manager (other than Borrower acting in a self-management capacity without fee) shall agree that its Approved Management Agreement, and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness. Borrower may from time to time appoint an Approved Property Manager to manage the applicable Property pursuant to an Approved Management Agreement, and, as a condition to and such appointment, such Approved Property Manager successor manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender, pursuant to which such . If the Approved Property Manager shall agree that its is other than Borrower acting in a self-management capacity without fee, the per annum fees of the Approved Management Agreement and all fees thereunder Property Manager (including any incentive fees) are subject and subordinate to the Indebtedness and (y) deliver an updated Nonconsolidation Opinion if such Approved Property Manager is an Affiliate of Borrower. The per annum base management fees of the Approved Property Manager shall not, at any time, exceed 3% of the Maximum Management Feegross revenues of the relevant Property for the then most recently concluded Test Period. (b) 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.. Gxxxxxx Sxxxx Commercial Mortgage Capital, L.P. Loan Agreement Life Time Fitness Portfolio (c) Borrower shall notify Lender in writing of any default of Borrower or the an Approved Property Manager under any of the Approved Management AgreementAgreements, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the such Subordination of Management Agreement, to cure defaults of Borrower under the such Approved 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 promptly following written upon demand by Lender. (d) In Upon the event that (i) occurrence and during the continuance of an Event of Default shall be continuing and the Loan has been acceleratedDefault, (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 the an Approved Property Manager under the an Approved Management Agreement (after the expiration of any applicable notice and/or cure periods) shall be continuing, (iv) period or upon the Approved Property Manager files or is the subject filing of a bankruptcy petition in bankruptcy, (v) or the occurrence of a trustee or receiver is appointed for the similar event with respect to an Approved Property Manager’s assets or the Approved Property Manager makes an assignment for the benefit of creditors, or (vi) at any time when Borrower is obligated to make fundings of the Approved Property Manager is adjudicated insolvent, then, in any such caseMonthly Capital Expenditure Reserve Amount, Lender may, in its sole discretion, terminate or require Borrower to terminate its own self management or the Approved Management Agreement and engage a replacement property manager (which shall be selected by Borrower, within thirty (30) days after Lender requires Borrower to terminate the then an Approved Property Manager, and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been accelerated, such replacement manager may be Manager selected by Lender in Lender’s sole and absolute discretion) to serve as a replacement Approved Property Manager pursuant to an Approved Management Agreement in accordance with the terms of Section 5.10(a)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. Borrower may from time Pursuant to time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and, as a condition to such appointment, such Approved Property Manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lenderor Agreements, pursuant to which such each Approved Property Manager shall agree that its Approved Management Agreement and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness and (y) deliver an updated Nonconsolidation Opinion if such Approved Property Manager is an Affiliate of Borrower. The per annum base management fees of the Approved Property Manager shall not, at any time, exceed the Maximum Management Fee.69 [AM_ACTIVE 400655008_12] (b) 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. (c) Borrower shall notify Lender in writing of any default of Borrower or the Approved Property Manager under the Approved Management Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Property Management Agreement, to cure defaults of Borrower under the Approved Management Agreement. Any reasonable 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 promptly following written upon demand by Lender. (d) In During the event that (i) continuance of an Event of Default shall be continuing and the Loan has been acceleratedDefault, (ii) or following any foreclosure, conveyance in lieu of foreclosure or other similar transaction following an Event transaction, or during the continuance of Default shall have occurred, (iii) a material default by the Approved Property Manager under the Approved Management Agreement (after the expiration of any applicable notice and/or cure periods) shall be continuing), (iv) or if the Approved Property Manager files or is the subject of a petition in bankruptcy, (v) 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 (vi) if the Approved Property Manager is adjudicated insolvent, then, in any such case, Lender may, in its sole discretion, terminate or require Borrower to terminate the Approved Management Agreement and engage a replacement property manager (which shall be an Approved Property Manager selected by Borrower, within thirty (30) days after Lender requires Borrower subject to terminate the then Approved Property ManagerLender’s reasonable approval, and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been acceleratedof an Event of Default or following any foreclosure, such replacement manager may be conveyance-in-lieu of foreclosure or other similar transaction, selected by Lender in Lender’s sole and absolute discretion) , to serve as a replacement Approved Property Manager pursuant to an Approved Management Agreement. (e) In the event that the Approved Management Agreement is scheduled to expire at any time during the term of the Loan, Borrower shall submit to Lender by no later than 30 days prior to such expiration a draft replacement management agreement for approval in accordance with the terms and conditions hereof. Borrower’s failure to submit the same within such time-frame shall, at Lender’s option, constitute an immediate Event of Section 5.10(a)Default.

Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Borrower may from time Pursuant to time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and, as a condition to such appointment, such Approved Property Manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lenderor Agreements, pursuant to which such each Approved Property Manager shall agree that its Approved Management Agreement and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness and (y) deliver Indebtedness. Borrower may from time to time appoint an updated Nonconsolidation Opinion if such Approved Property Manager is to manage the Property pursuant to an Affiliate Approved Management Agreement, and such successor manager shall execute for Lender’s benefit a Subordination of BorrowerProperty Management Agreement in form and substance reasonably satisfactory to Lender. The per annum base management fees of the Approved Property Manager (including any incentive fees) shall not, at any time, exceed the Maximum Management Fee. (b) 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. (c) Borrower shall notify Lender in writing of any default of Borrower or the Approved Property Manager under the Approved Management Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Property Management Agreement, to cure defaults of Borrower under the Approved 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 promptly following written upon demand by Lender. (d) In During the event that (i) continuance of an Event of Default shall be continuing and the Loan has been acceleratedDefault, (ii) or following any foreclosure, conveyance in lieu of foreclosure or other similar transaction following an Event transaction, or during the continuance of Default shall have occurred, (iii) a material default by the Approved Property Manager under the Approved Management Agreement (after the expiration of any applicable notice and/or cure periods) shall be continuing), (iv) or if the Approved Property Manager files or is the subject of a petition in bankruptcy, (v) 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 (vi) if the Approved Property Manager is adjudicated insolvent, then, in any such case, Lender may, in its sole discretion, terminate or require Borrower to terminate the Approved Management Agreement and engage a replacement property manager (which shall be selected by Borrower, within thirty (30) days after Lender requires Borrower to terminate the then an Approved Property Manager, and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been accelerated, such replacement manager may be Manager selected by Lender in Lender’s sole and absolute discretion) to serve as a replacement Approved Property Manager pursuant to an Approved Management Agreement in accordance with the terms of Section 5.10(a)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. Borrower may from time to time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and, as a condition to and such appointment, such Approved Property Manager successor manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender, pursuant to which such . The per annum fees of the Approved Property Manager shall agree that its Approved Management Agreement and all fees thereunder (including any incentive fees) are subject and subordinate to shall not exceed the Indebtedness and (y) deliver an updated Nonconsolidation Opinion if such Approved Property Manager is an Affiliate of Borrower. The per annum base management fees of specified in the Approved Property Manager shall not, at any time, exceed the Maximum Management FeeAgreement. (b) 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. (c) Borrower shall notify Lender in writing of any default of Borrower Borrower, Operating Lessee or the Approved Property Manager under the Approved Management Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Management Agreement, to cure defaults of Borrower or Operating Lessee under the Approved 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 promptly following written upon demand by Lender. (d) In During the event that (i) continuance of an Event of Default shall be continuing and the Loan has been acceleratedand, (ii) any foreclosuresimultaneously, conveyance in lieu of foreclosure or other similar transaction following an Event of Default shall have occurred, (iii) a material default by the Approved Property Manager under the Approved Management Agreement (after the expiration of any applicable notice and/or cure periods) shall be continuing, (iv) period or upon the Approved Property Manager files or is the subject filing of a bankruptcy petition in bankruptcy, (v) or the occurrence of a trustee or receiver is appointed for similar event with respect to 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, terminate or require Borrower to terminate cause the termination of the Approved Management Agreement and engage a replacement property manager (which shall be selected by Borrower, within thirty (30) days after Lender requires Borrower to terminate the then engagement of an Approved Property Manager, and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been accelerated, such replacement manager may be Manager selected by Lender in Lender’s sole and absolute discretion) to serve as a replacement Approved Property Manager pursuant to an Approved Management Agreement in accordance with the terms of Section 5.10(a)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 or Agreements, each Approved Property Manager shall agree that its Approved Management Agreement and all accrued incentive fees payable to the Approved Property Manager thereunder (as opposed to incentive fees paid currently) are subject and subordinate to the Indebtedness. In the event Hyatt shall cease to be the Approved Property Manager, Borrower may from time to time appoint an a replacement Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and, as a condition to and such appointment, such Approved Property Manager successor manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) 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, pursuant to which such Approved Property Manager shall agree that its Approved Management Agreement and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness and (y) deliver an updated Nonconsolidation Opinion if such Approved Property Manager is an Affiliate of Borrower. The per annum base management fees of the Approved Property Manager shall not, at any time, exceed the Maximum Management Fee. (b) 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. (c) Borrower shall notify Lender in writing of any default of Borrower Borrower, Operating Lessee or the Approved Property Manager under the Approved Management Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the Subordination of Management Agreement, to cure defaults of Borrower or Operating Lessee under the Approved 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 promptly following written upon demand by Lender. (d) In During the event that (i) an Event continuance of Default shall be continuing and the Loan has been accelerated, (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 the Approved Property Manager under the Approved Management Agreement (after the expiration of any applicable notice and/or cure periods) shall be continuing), (iv) or if the Approved Property Manager files or is the subject of a petition in bankruptcy, (v) 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 (vi) if the Approved Property Manager is adjudicated insolvent, then, in any such case, Lender may, in its sole discretion, terminate or shall have the right to require Borrower to terminate exercise any and all available remedies under the Approved Management Agreement Agreement, and if the exercise of such remedies shall result in the termination of the Approved Management Agreement, engage a replacement property manager (which shall be selected by Borrower, within thirty (30) days after Lender requires Borrower to terminate the then an Approved Property Manager, and Manager reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been accelerated, such replacement manager may be selected by acceptable to Lender in Lender’s sole and absolute discretion) to serve as a 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; provided, however, if the replacement Approved Property Manager shall be Hilton, Marriott or Starwood, then the cash management provisions contained in accordance this Agreement as of the Closing Date shall apply with respect to the terms of Section 5.10(a)Hilton, Marriott or Starwood replacement Approved Property Management Agreement, as the case may be, and Lender shall not require that the cash management provisions contained in this Agreement and the Cash Management Agreement be amended.

Management of Collateral. (a) The Each Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Borrower may from time Pursuant to time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and, as a condition to such appointment, such Approved Property Manager shall execute (x) (1) a management agreement in form and substance reasonably acceptable to Lender and (2) for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lenderor Agreements, pursuant to which such each Approved Property Manager shall agree that its Approved Management Agreement and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness (provided that there shall be no obligation to repay any fees received and earned prior to the occurrence of an Event of Default). Borrower may from time to time appoint an Approved Property Manager to manage the applicable Property pursuant to an Approved Management Agreement, 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, and (yiv) deliver an updated Nonconsolidation Opinion if such Approved Property Manager is an Affiliate affiliate of Borrower, Borrower shall deliver to Lender a new nonconsolidation opinion reasonably acceptable to Lender with respect to such Approved Property Manager and new Approved Management Agreement. The per annum base management fees of the Approved Property Manager (including any incentive fees) shall not, at any time, exceed the Maximum Management Fee, which amount shall not include any amounts payable as a reimbursement of expenses under the Approved Management Agreement. (b) 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 (c) Borrower shall notify Lender in writing of any material default of Borrower or the an Approved Property Manager under any of the Approved Management AgreementAgreements, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with the such Subordination of Property Management Agreement, to cure defaults of Borrower under the such Approved Management Agreement. Any reasonable 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 promptly following written upon demand by Lender. (d) In During the event that (i) continuance of an Event of Default shall be continuing and the Loan has been acceleratedDefault, (ii) or following any foreclosure, conveyance in lieu of foreclosure or other similar transaction following an Event transaction, or during the continuance of Default shall have occurred, (iii) a material default by the Approved Property Manager under the Approved Management Agreement (after the expiration of any applicable notice and/or cure periods) shall be continuing), (iv) or if the Approved Property Manager files or is the subject of a petition in bankruptcy, (v) 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 (vi) if the Approved Property Manager is adjudicated insolvent, then, in any such case, Lender may, in its sole discretion, terminate or require Borrower to terminate the Approved Management Agreement and engage a replacement property manager (which shall be an Approved Property Manager selected by Borrower, within thirty (30) days after Lender requires Borrower to terminate the then Approved Property Manager, and reasonably approved by Lender) (provided, that, if Borrower does not select a replacement property manager within such 30-day period or in the event that the Loan has been acceleratedof an Event of Default or following any foreclosure, such replacement manager may be conveyance in lieu of foreclosure or other similar transaction, selected by Lender in Lender’s sole and absolute discretion) , to serve as a replacement Approved Property Manager pursuant to an Approved Management Agreement. (e) In the event that the Approved Management Agreement is scheduled to expire at any time during the term of the Loan (after giving effect to any extensions now or hereafter agreed to by Borrower and 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 the terms of Section 5.10(a)and conditions hereof.