Common use of Management of Collateral Clause in Contracts

Management of Collateral. (a) 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, with Lender’s consent and subject to satisfaction of the Rating Condition, appoint a replacement Approved Property Manager to manage one or more of the Properties pursuant to an Approved Management Agreement, and such successor manager shall execute for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. Any request for Lender’s consent to the appointment of a replacement Approved Property Manager shall be made in writing and accompanied by the proposed management agreement and such information regarding the proposed replacement Approved Property Manager that would allow Lender to evaluate the same (including, the number of hotels and rooms under management, the geographic regions in which such managed properties are located, the flags related to such managed properties and the number of years the proposed manager has been managing such properties). If Lender shall fail to respond to Borrower’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 be deemed approved.

Management of Collateral. (a) Each Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management AgreementAgreement or Agreements, each Approved Property Manager shall agree that the its Approved Management Agreement and the all fees thereunder (including any incentive fee payable thereunder fees) are subject and subordinate to the IndebtednessIndebtedness (provided that there shall be no obligation to repay any fees received and earned prior to the occurrence of an Event of Default). Borrower may from time to time, with Lender’s consent and subject to satisfaction of the Rating Condition, time appoint a replacement an Approved Property Manager to manage one or more of the Properties applicable Property pursuant to an Approved Management Agreement, and provided that (i) no Event of Default is continuing, (ii) Lender receives at least 30 days’ prior written notice of same, (iii) such successor manager shall execute and deliver to Lender for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. Any request for Lender’s consent to the appointment of a replacement , and (iv) if such Approved Property Manager shall be made in writing and accompanied by the proposed management agreement and such information regarding the proposed replacement Approved Property Manager that would allow Lender to evaluate the same (including, the number is an affiliate 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’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 shall deliver to Lender a second request for consent stating in bold new nonconsolidation opinion reasonably acceptable to Lender with respect to such Approved Property Manager and capitalized type that “LENDER’S FAILURE TO RESPOND TO THE ENCLOSED REQUEST WITHIN TEN BUSINESS DAYS SHALL BE DEEMED LENDER’S APPROVALnew Approved Management Agreement. The per annum 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.” 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 be deemed approved.

Management of Collateral. (a) Each Mortgaged Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant As a condition to the Subordination of Property Management AgreementClosing (or reasonably promptly after the Closing Date), except as otherwise expressly set forth herein, each Approved Property Manager shall agree with Lender in writing that the its Approved Management Agreement Agreement, and the all fees (including any incentive fee payable thereunder fees) thereunder, are subject and subordinate to the IndebtednessIndebtedness and that no fees payable (including any incentive fees) thereunder shall accrue as between such Approved Property Manager and Lender as a result of Borrower’s or TRS Lessee’s failure to pay any amounts (without in any way implying any obligation on the part of Lender to pay any fees payable by Borrower or TRS Lessee to any Approved Property Manager), and that such Approved Management Agreement may be terminated under the circumstances set forth herein. Borrower may from time to time, with Lender’s consent and subject to satisfaction of the Rating Condition, time appoint a replacement Approved Property Manager to manage one or more of the successor managers, which successor managers shall be Approved Property Managers, to manage Mortgaged Properties pursuant to an one or more Approved Management AgreementAgreements, and such successor manager managers shall execute for Lender’s benefit a Subordination Subordinations of Property Management Agreement in form and substance reasonably satisfactory to Lender. Any request for Borrower may, 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 to (which consent shall not, in the appointment absence of a replacement continuing Event of Default, be unreasonably withheld, delayed or conditioned) and Rating Confirmation. No new Approved Property Manager Management Agreement hereafter entered into shall be made provide for management fees in writing and accompanied by the proposed management agreement and such information regarding the proposed replacement Approved Property Manager that would allow Lender to evaluate the same (including, the number excess 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 4% of years the proposed manager has been managing such properties). If Lender shall fail to respond to Borrower’s request to approve or disapprove a replacement Approved Property Manager within ten Business Days of gross revenues without 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 APPROVALprior written consent.” 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 be deemed approved.

Management of Collateral. (a) Each The Property shall be managed at all times be either self-managed or managed by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the a Subordination of Property Management Agreement, each Approved Property Manager shall agree that the its Approved Management Agreement Agreement, and the all fees (including any incentive fee payable thereunder fees and base fees) thereunder, are subject and subordinate to the IndebtednessIndebtedness and that no fees payable thereunder shall accrue as between such Approved Property Manager and Lender as a result of Borrower’s failure to pay any amounts (without in any way implying any obligation on the part of Lender to pay any fees payable by Borrower to any Approved Property Manager); provided that in the case of any Approved Property Manager that is not an Affiliate of Borrower, base fees shall be subordinate to the Loan only if and to the extent such base fees exceed 2% of gross revenues per annum (i.e., only the portion of the base fee that exceeds 2% of gross revenues shall be subordinate). Borrower may from time to time, with Lender’s consent and subject to satisfaction of the Rating Condition, time appoint a replacement Approved Property Manager to manage one or more of the new or successor managers with respect to any one or more Properties, which new or successor managers shall be 84 Approved Property Managers, to manage Properties pursuant to an one or more Approved Management AgreementAgreements, and such successor manager managers shall execute for Lender’s benefit a Subordination Subordinations of Property Management Agreement in form and substance reasonably satisfactory to Lender. Any request for Borrower may from time to time enter into, modify or replace an Approved Management Agreement, but any entering, material modification or replacement of any such Approved Management Agreement shall be subject to Lender’s prior written consent to (which consent shall not, in the appointment absence of a replacement Approved Property Manager shall continuing Event of Default, be made in writing and accompanied by the proposed management agreement and such information regarding the proposed replacement Approved Property Manager that would allow Lender to evaluate the same (includingunreasonably withheld, 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 propertiesdelayed or conditioned). If Lender shall fail to respond to Borrower’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 be deemed approved.

Management of Collateral. (a) Each Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management AgreementAgreement or Agreements, each Approved Property Manager shall agree that the its Approved Management Agreement and the all fees thereunder (including any incentive fee payable thereunder fees) are subject and subordinate to the IndebtednessIndebtedness (provided that there shall be no obligation to repay any fees received and earned prior to the occurrence of an Event of Default). Borrower may from time to time, with Lender’s consent and subject to satisfaction of the Rating Condition, time appoint a replacement an Approved Property Manager to manage one or more of the Properties applicable Property pursuant to an Approved Management Agreement, and provided that (i) no Event of Default is continuing, (ii) Lender receives at least 30 days’ prior written notice of same, (iii) such successor manager shall execute and deliver to Lender for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. Any request for Lender’s consent to the appointment of a replacement , and (iv) if such Approved Property Manager shall be made in writing and accompanied by the proposed management agreement and such information regarding the proposed replacement Approved Property Manager that would allow Lender to evaluate the same (including, the number is an affiliate 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’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 shall deliver to Lender a second request for consent stating in bold new nonconsolidation opinion reasonably acceptable to Lender with respect to such Approved Property Manager and capitalized type that “LENDER’S FAILURE TO RESPOND TO THE ENCLOSED REQUEST WITHIN TEN BUSINESS DAYS SHALL BE DEEMED LENDER’S APPROVAL.” In new Approved Management Agreement. The per annum fees of the event Lender fails 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 approve or disapprove such request, or request additional information, within ten Business Days of Lendermaintain at all times worker’s receipt of such second request, such request shall be deemed approved.compensation insurance as required by Governmental Authorities. 68

Management of Collateral. (a) Each 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 Maryland Guarantor may from time to time, with Lender’s consent and (subject to satisfaction the terms of the Rating Conditionthis Section 5.10(a)), appoint a replacement an Approved Property Manager to manage one or more of the Properties Property pursuant to an Approved Management Agreement, and such successor manager shall execute for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. Any request for Lender’s Lender shall not withhold its consent to the appointment of any replacement property manager that (a) is a replacement reputable and experienced third-party management organization, (b) possesses no less than ten years’ experience in managing hotel properties similar in size, quality and value to the Property, (c) has been approved by the Approved Franchisor, (d) manages at least 10 hotels in multiple states, with multiple franchisors and with at least an aggregate of 2,000 rooms and (e) is appointed pursuant to an Approved Management Agreement with substantially comparable economics as the existing Approved Management Agreement, including (1) no greater than a 3.0% base management fee and (2) per annum fees (including any incentive fees) that do not exceed the fees specified in the Approved Management Agreement. Lender shall confirm any proposed Approved Property Manager shall be made in writing and accompanied by Manager’s compliance with the proposed management agreement and foregoing within 10 Business Days of Lender’s receipt of Maryland Guarantor’s written request together with all information reasonably necessary to make such information regarding the proposed replacement Approved Property Manager that would allow Lender to evaluate the same (including, the number of hotels and rooms under management, the geographic regions in which such managed properties are located, the flags related to such managed properties and the number of years the proposed manager has been managing such properties)determination. If Lender shall fail to respond within such 10 Business Day period, Maryland Guarantor shall have the right to Borrower’s request send Lender a notice requesting Lender to approve or disapprove a replacement Approved Property Manager respond within ten 5 Business Days of Lender’s receipt of such request in an envelope and all required information, Borrower may deliver to Lender a second request for consent stating in bold and capitalized type that letter marked “LENDER’S IMMEDIATE ATTENTION REQUIRED — FAILURE TO RESPOND TO THE ENCLOSED REQUEST WITHIN TEN 5 BUSINESS DAYS SHALL BE CONSTITUTE A DEEMED LENDER’S APPROVALCONSENT.” In If Lender shall fail to respond within such 5 Business Day period, Lender shall have been deemed to have confirmed such proposed Approved Property Manager’s compliance with the 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 be deemed approvedforegoing requirements.