Common use of Management of Property Clause in Contracts

Management of Property. (i) Each Individual Property will be managed at all times by the applicable Manager pursuant to a Management Agreement unless terminated as herein provided. Subject to Section 5.1(I), each Borrower and Operating Lessee shall comply with the terms of and enforce its rights under the Management Agreement in all material respects. The Management Agreement shall be terminated by Borrowers or Operating Lessee, at Lender’s request, upon thirty (30) days prior written notice to Borrowers, Operating Lessee and the applicable Manager (i) upon the occurrence of an Event of Default, (ii) if the applicable Manager commits any act which would permit termination by any Borrower or Operating Lessee under the Management Agreement and/or any applicable Franchise Agreement, (iii) the applicable Manager commits any act which constitutes an act of fraud, material misrepresentation, intentional misrepresentation, gross negligence, willful misconduct, misappropriation of funds, or intentional physical waste of any Individual Property, or (iv) Borrower changes the Manager or Franchisor of an Individual Property without prior written consent of Lender (except as otherwise permitted hereunder). If a manager is terminated pursuant hereto, or the Management Agreement is otherwise terminated by Manager pursuant to the terms contained therein, Borrowers and Operating Lessee shall promptly seek to appoint a replacement manager acceptable to Lender in Lender’s discretion, and Borrowers’ or Operating Lessee’s failure to appoint an acceptable manager within thirty (30) days after Lender’s request of Borrowers to terminate the Management Agreement or other termination of the Management Agreement shall constitute an immediate Event of Default. Borrowers or Operating Lessee may from time to time appoint a successor manager to manage an Individual Property, which successor manager shall be approved in writing by Lender in Lender’s discretion. Notwithstanding the foregoing, any successor manager selected hereunder by Lender, any Borrower or Operating Lessee to serve as Manager (a) shall be either (1) the Remington Manager provided, that the Remington Manager shall manage the applicable Individual Property pursuant to the terms of the master management agreement by and among the Borrowers and the Remington Manager, or (2) a reputable management company having at least seven (7) years’ experience in the management of commercial properties with similar uses as the Individual Properties and in the jurisdiction in which the Individual Properties are located and (ii) shall not be paid management fees in excess of fees which are market fees for comparable managers of comparable properties in the same geographic area. (ii) In the event that Marriott is Manager pursuant to a Management Agreement and elects not to renew the term of the Management Agreement at the end of the initial term or any renewal term of the Management Agreement in accordance with the terms thereof, or the Management Agreement is otherwise terminated by Manager pursuant to the terms contained therein, then Borrower and Operating Lessee, upon notice of Marriott’s election not to renew the Management Agreement or within thirty (30) days of any other termination of the Management Agreement, shall promptly seek to appoint (x) a replacement manager acceptable to Lender and the Rating Agencies, each in their discretion, and (y) a replacement hotel franchise, acceptable to Lender and the Rating Agencies, each in their discretion, to occupy and operate at the applicable Individual Property. Borrowers’ or Operating Lessee’s failure to appoint an acceptable manager by the time the Management Agreement expires by its terms or within thirty (30) days of any other termination of the Management Agreement, shall constitute an immediate Event of Default. Borrowers’ or Operating Lessee’s failure to enter into hotel management and operating agreements and other documents in connection therewith (such as subordinations and comfort letters) acceptable to Lender and the Rating Agencies, each in their discretion, with an acceptable hotel franchise to operate a hotel at the applicable Individual Property by the time the Management Agreement expires by its terms shall constitute an immediate Event of Default. For the purposes of this paragraph, (1) Remington Manager shall be deemed an acceptable replacement manager, and (2) Starwood Hotels & Resorts Worldwide, Inc., Hilton Hotels Corporation, Marriott International, Inc. or any brand of any of them shall be deemed an acceptable replacement hotel franchise, and the approval of any of the foregoing as manager or hotel franchise, as applicable, by Lender and the Rating Agencies will not be required.

Management of Property. (i) Each Individual Property will be managed at all times by the applicable Manager pursuant to a Management Agreement unless terminated as herein provided. Subject to Section 5.1(I), each Each Borrower and Operating Lessee shall comply with the terms of and enforce its rights under the Management Agreement in all material respects. The Management Agreement shall be terminated by Borrowers or Operating Lessee, at Lender’s request, upon thirty (30) days prior written notice to Borrowers, Operating Lessee and the applicable Manager (i) upon the occurrence of an Event of Default, (ii) if the applicable Manager commits any act which would permit termination by any Borrower or Operating Lessee is in default under the Management Agreement and/or any applicable Franchise Agreement, or (iii) the applicable Manager commits any act which constitutes an act of fraud, material misrepresentation, intentional misrepresentation, gross negligence, willful misconduct, misappropriation of funds, or intentional physical waste of any Individual Property, or (iv) Borrower changes the Manager or Franchisor of an Individual Property without prior written consent of Lender (except as otherwise permitted hereunder). If a manager is terminated pursuant hereto, hereto or the Management Agreement is otherwise terminated by Manager pursuant to the terms contained thereinManagement Agreement, Borrowers and Operating Lessee shall promptly seek to appoint a replacement manager acceptable to Lender in Lender’s discretion, and Borrowers’ or Operating Lessee’s failure to appoint an acceptable manager within thirty (30) days after Lender’s request of Borrowers to terminate the Management Agreement or other termination of the Management Agreement shall constitute an immediate Event of Default. Borrowers or Operating Lessee may from time to time appoint a successor manager to manage an the Individual Property, which successor manager shall be approved in writing by Lender in Lender’s discretiondiscretion and Borrower shall have received Rating Agency Confirmation. Notwithstanding the foregoing, any successor manager selected hereunder by Lender, any Borrower or Operating Lessee to serve as Manager (ai) shall be either either (1A) the Remington Manager or Interstate Manager provided, that the Remington Manager or Interstate Manager, as applicable, shall manage the applicable Individual Property pursuant to the terms of the master management agreement by and among the Borrowers and the Remington Manager or Interstate Manager, as applicable, or (2B) a reputable management company having at least seven (7) years’ experience in the management of commercial properties with similar uses as the Individual Properties and in the jurisdiction in which the Individual Properties are located and (ii) shall not be paid management fees in excess of fees which are market fees for comparable managers of comparable properties in the same geographic area. (ii) In the event that Marriott is Manager pursuant to a Management Agreement and elects not to renew the term of the Management Agreement at the end of the initial term or any renewal term of the Management Agreement in accordance with the terms thereof, or the Management Agreement is otherwise terminated by Manager pursuant to the terms contained therein, then Borrower and Operating Lessee, upon notice of Marriott’s election not to renew the Management Agreement or within thirty (30) days of any other termination of the Management Agreement, shall promptly seek to appoint (x) a replacement manager acceptable to Lender and the Rating Agencies, each in their discretion, and (y) a replacement hotel franchise, acceptable to Lender and the Rating Agencies, each in their discretion, to occupy and operate at the applicable Individual Property. Borrowers’ or Operating Lessee’s failure to appoint an acceptable manager by the time the Management Agreement expires by its terms or within thirty (30) days of any other termination of the Management Agreement, shall constitute an immediate Event of Default. Borrowers’ or Operating Lessee’s failure to enter into hotel management and operating agreements and other documents in connection therewith (such as subordinations and comfort letters) acceptable to Lender and the Rating Agencies, each in their discretion, with an acceptable hotel franchise to operate a hotel at the applicable Individual Property by the time the Management Agreement expires by its terms shall constitute an immediate Event of Default. For the purposes of this paragraph, (1) Remington Manager shall be deemed an acceptable replacement manager, and (2) Starwood Hotels & Resorts Worldwide, Inc., Hilton Hotels Corporation, Marriott International, Inc. or any brand of any of them shall be deemed an acceptable replacement hotel franchise, and the approval of any of the foregoing as manager or hotel franchise, as applicable, by Lender and the Rating Agencies will not be required.

Management of Property. (i) Each Individual Property will be managed at all times by the applicable Manager pursuant to a Management Agreement unless terminated as herein provided. Subject to Section 5.1(I), each Borrower and Operating Lessee shall comply with the terms of and enforce its rights under the Management Agreement in all material respects. The Management Agreement shall be terminated by Borrowers or Operating LesseeBorrower, at Lender’s 's request, upon thirty (30) days prior written notice to Borrowers, Operating Lessee Borrower and the applicable Manager (i) upon the occurrence of an Event of Default, (ii) if the applicable Manager commits any act which would permit termination by any Borrower or Operating Lessee under the Management Agreement and/or Agreement, and such act remains uncured beyond any applicable Franchise cure period set forth in the Management Agreement, (iii) the applicable Manager commits any act which constitutes an act of fraud, material misrepresentation, intentional misrepresentation, gross negligence, willful misconduct, misappropriation of funds, or intentional physical waste of any Individual Property, or (iv) Borrower changes the Manager or Franchisor of an Individual Property without prior written consent of Lender (except as otherwise permitted hereunder). If a manager is terminated pursuant hereto, or the Management Agreement is otherwise terminated by Manager pursuant to the terms contained therein, Borrowers and Operating Lessee shall promptly seek to appoint a replacement manager acceptable to Lender in Lender’s 's discretion, and Borrowers’ or Operating Lessee’s ' failure to appoint an acceptable manager within thirty (30) days after Lender’s 's request of Borrowers to terminate the Management Agreement or other termination of the Management Agreement shall constitute an immediate Event of Default. Borrowers or Operating Lessee may from time to time appoint a successor manager to manage an Individual Property, which successor manager shall be approved in writing by Lender in Lender’s 's discretion. Notwithstanding the foregoing, any successor manager selected hereunder by Lender, any Borrower or Operating Lessee to serve as Manager (a) shall be either (1) the Remington Manager provided, that the Remington Manager shall manage the applicable Individual Property pursuant to the terms of the master management agreement by and among the Borrowers and the Remington Manager, or (2) a reputable management company having at least seven (7) years’ experience in the management of commercial properties with similar uses as the Individual Properties and in the jurisdiction in which the Individual Properties are located and (ii) shall not be paid management fees in excess of fees which are market fees for comparable managers of comparable properties in the same geographic area. (ii) In the event that Marriott is Manager pursuant to a Management Agreement and elects not to renew the term of the Management Agreement at the end of the initial term or any renewal term of the Management Agreement in accordance with the terms thereof, or the Management Agreement is otherwise terminated by Manager pursuant to the terms contained therein, then Borrower and Operating LesseeBorrower, upon notice of Marriott’s 's election not to renew the Management Agreement or within thirty (30) days of any other termination of the Management Agreement, shall promptly seek to appoint (x) a replacement manager acceptable to Lender and the Rating Agencies, each in their discretion, and (y) a replacement hotel franchise, acceptable to Lender and the Rating Agencies, each in their discretion, to occupy and operate at the applicable Individual Property. Borrowers’ or Operating Lessee’s ' failure to appoint an acceptable manager by the time the Management Agreement expires by its terms or within thirty (30) days of any other termination of the Management Agreement, shall constitute an immediate Event of Default. Borrowers’ or Operating Lessee’s ' failure to enter into hotel management and operating agreements and other documents in connection therewith (such as subordinations and comfort letters) acceptable to Lender and the Rating Agencies, each in their discretion, with an acceptable hotel franchise to operate a hotel at the applicable Individual Property by the time the Management Agreement expires by its terms shall constitute an immediate Event of Default. For the purposes of this paragraph, (1) Remington Manager Lodging and Hospitality, L.P. shall be deemed an acceptable replacement manager, and (2) Starwood Hotels & Resorts Worldwide, Inc., Hilton Hotels Corporation, Marriott International, Inc. or any brand of any of them shall be deemed an acceptable replacement hotel franchise, and the approval of any of the foregoing as manager or hotel franchise, as applicable, by Lender and the Rating Agencies will not be required.

Management of Property. (i) Each Individual Property will be managed at all times by the applicable Manager pursuant to a Management Agreement unless terminated as herein provided. Subject to Section 5.1(I), each Borrower and Operating Lessee shall comply with the terms of and enforce its rights under the Management Agreement in all material respects. The Management Agreement shall be terminated by Borrowers Borrower or Operating Lessee, at Lender’s 's request, upon thirty (30) days prior written notice to BorrowersBorrower, Operating Lessee and the applicable Manager (i) upon the occurrence of an Event of Default, (ii) if the applicable Manager commits any act which would permit termination by any Borrower or Operating Lessee under the Management Agreement and/or Agreement, and such act remains uncured beyond any applicable Franchise cure period set forth in the Management Agreement, (iii) the applicable Manager commits any act which constitutes an act of fraud, material misrepresentation, intentional misrepresentation, gross negligence, willful misconduct, misappropriation of funds, or intentional physical waste of any Individual Property, or (iv) Borrower changes the Manager or Franchisor of an Individual Property without prior written consent of Lender (except as otherwise permitted hereunder). If a manager is terminated pursuant hereto, or the Management Agreement is otherwise terminated by Manager pursuant to the terms contained therein, Borrowers and Operating Lessee shall promptly seek to appoint a replacement manager acceptable to Lender in Lender’s 's discretion, and Borrowers’ ' or Operating Lessee’s 's failure to appoint an acceptable manager within thirty (30) days after Lender’s 's request of Borrowers to terminate the Management Agreement or other termination of the Management Agreement shall constitute an immediate Event of Default. Borrowers or Operating Lessee may from time to time appoint a successor manager to manage an Individual Property, which successor manager shall be approved in writing by Lender in Lender’s 's discretion. Notwithstanding the foregoing, any successor manager selected hereunder by Lender, any Borrower or Operating Lessee to serve as Manager (a) shall be either (1) the Remington Manager provided, that the Remington Manager shall manage the applicable Individual Property pursuant to the terms of the master management agreement by and among the Borrowers and the Remington Manager, or (2) a reputable management company having at least seven (7) years’ experience in the management of commercial properties with similar uses as the Individual Properties and in the jurisdiction in which the Individual Properties are located and (ii) shall not be paid management fees in excess of fees which are market fees for comparable managers of comparable properties in the same geographic area. (ii) In the event that Marriott is Manager pursuant to a Management Agreement and elects not to renew the term of the Management Agreement at the end of the initial term or any renewal term of the Management Agreement in accordance with the terms thereof, or the Management Agreement is otherwise terminated by Manager pursuant to the terms contained therein, then Borrower and Operating Lessee, upon notice of Marriott’s 's election not to renew the Management Agreement or within thirty (30) days of any other termination of the Management Agreement, shall promptly seek to appoint (x) a replacement manager acceptable to Lender and the Rating Agencies, each in their discretion, and (y) a replacement hotel franchise, acceptable to Lender and the Rating Agencies, each in their discretion, to occupy and operate at the applicable Individual Property. Borrowers’ ' or Operating Lessee’s 's failure to appoint an acceptable manager by the time the Management Agreement expires by its terms or within thirty (30) days of any other termination of the Management Agreement, shall constitute an immediate Event of Default. Borrowers’ ' or Operating Lessee’s 's failure to enter into hotel management and operating agreements and other documents in connection therewith (such as subordinations and comfort letters) acceptable to Lender and the Rating Agencies, each in their discretion, with an acceptable hotel franchise to operate a hotel at the applicable Individual Property by the time the Management Agreement expires by its terms shall constitute an immediate Event of Default. For the purposes of this paragraph, (1) Remington Manager Lodging and Hospitality, L.P. shall be deemed an acceptable replacement manager, and (2) Starwood Hotels & Resorts Worldwide, Inc., Hilton Hotels Corporation, Marriott International, Inc. or any brand of any of them shall be deemed an acceptable replacement hotel franchise, and the approval of any of the foregoing as manager or hotel franchise, as applicable, by Lender and the Rating Agencies will not be required.

Management of Property. (i) Each Individual Borrowers shall provide competent, responsible management for each Property. All management agreements must contain termination provisions and must be otherwise reasonably satisfactory to Lender. Borrowers shall not enter into any management agreement or arrangement with any Person with respect to the management of each Property will without Lender’s prior written consent both as to such management agreement or arrangement and such Person. Borrowers shall cause management subordination agreements in form and substance reasonably acceptable to Lender to be managed at all times executed by the applicable Manager pursuant to a Management Agreement unless terminated as herein provided. Subject to Section 5.1(I), each Borrower and Operating Lessee shall comply any such manager simultaneously with the terms execution and delivery of and enforce its rights each such management agreement. Borrowers shall not modify, or amend or terminate any approved management agreement without Lender’s prior written consent. Borrowers shall provide Lender with a copy of any written notice received by Borrowers from such manager of the occurrence of any default or event of default or condition that with the giving of notice or passage of time, or both, would constitute an event of default under any management agreement or that would entitle the Management Agreement in all material respectsmanager thereunder to terminate the management agreement. The Management Agreement Such management agreement shall be terminated by Borrowers or Operating LesseeBorrowers, at Lender’s reasonable request, upon not less than thirty (30) days days’ prior written notice to Borrowers, Operating Lessee and the applicable Manager (i) upon the occurrence of Borrowers during an Event of Default, (ii) if the applicable Manager commits any act which would permit termination by any Borrower or Operating Lessee under the Management Agreement and/or any applicable Franchise Agreement, (iii) the applicable Manager commits any act which constitutes an act of fraud, material misrepresentation, intentional misrepresentation, gross negligence, willful misconduct, misappropriation of funds, or intentional physical waste of any Individual Property, or (iv) Borrower changes the Manager or Franchisor of an Individual Property without prior written consent of Lender (except as otherwise permitted hereunder). If a manager any such management agreement is terminated pursuant hereto, or the Management Agreement is otherwise terminated by Manager pursuant to the terms contained therein, Borrowers and Operating Lessee shall promptly seek to appoint a replacement manager reasonably acceptable to Lender in pursuant to a replacement management agreement acceptable to Lender’s discretion, and Borrowers’ or Operating Lessee’s failure to appoint an acceptable manager a replacement manager, or to enter into such replacement management agreement within thirty (30) days after Lender’s request of Borrowers to terminate the Management Agreement or other termination of the Management Agreement shall constitute an immediate Event of Default. All leasing brokerage agreements must be with leasing brokers and contain subordination and termination provisions and must be otherwise reasonably satisfactory, both as to such leasing brokerage agreement and such leasing broker, to Lender and Borrowers shall cause each leasing broker to enter into a subordination agreement in form and substance reasonably acceptable to Lender simultaneously with the execution and delivery of such leasing brokerage agreement. Borrowers shall provide Lender with a copy of any written notice received by Borrowers from such leasing broker of the occurrence of any default or Operating Lessee may from time event of default or condition that with the giving of notice or passage of time, or both, would constitute an event of default under any leasing brokerage agreement or that would entitle the leasing broker to time terminate its agreement. Such agreement shall be terminated by Borrowers, at Lender’s reasonable request, upon not less than thirty (30) days’ prior notice to Borrowers during an Event of Default. If any such leasing brokerage agreement is terminated pursuant hereto, Borrowers shall promptly seek to appoint a successor manager replacement broker reasonably acceptable to manage an Individual Property, which successor manager shall be approved in writing by Lender in Lender’s discretion. Notwithstanding the foregoing, any successor manager selected hereunder by Lender, any Borrower or Operating Lessee to serve as Manager (a) shall be either (1) the Remington Manager provided, that the Remington Manager shall manage the applicable Individual Property pursuant to the terms of the master management agreement by and among the Borrowers and the Remington Manager, or (2) a reputable management company having at least seven (7) years’ experience in the management of commercial properties with similar uses as the Individual Properties and in the jurisdiction in which the Individual Properties are located and (ii) shall not be paid management fees in excess of fees which are market fees for comparable managers of comparable properties in the same geographic area. (ii) In the event that Marriott is Manager pursuant to a Management Agreement replacement leasing brokerage agreement, reasonably acceptable to Lender, and elects not Borrowers’ failure to renew the term of the Management Agreement at the end of the initial term appoint such a replacement leasing broker or any renewal term of the Management Agreement in accordance with the terms thereofto enter into such replacement leasing brokerage agreement, or the Management Agreement is otherwise terminated by Manager pursuant to the terms contained therein, then Borrower and Operating Lessee, upon notice of Marriott’s election not to renew the Management Agreement or within thirty (30) days of any other termination of the Management Agreement, shall promptly seek to appoint (x) a replacement manager acceptable to Lender and the Rating Agencies, each in their discretion, and (y) a replacement hotel franchise, acceptable to Lender and the Rating Agencies, each in their discretion, to occupy and operate at the applicable Individual Property. Borrowers’ or Operating Lesseeafter Lender’s failure to appoint an acceptable manager by the time the Management Agreement expires by its terms or within thirty (30) days of any other termination of the Management Agreement, request shall constitute an immediate Event of Default. Borrowers’ or Operating Lessee’s failure to enter into hotel management and operating agreements and other documents in connection therewith (such as subordinations and comfort letters) acceptable to Lender and the Rating Agencies, each in their discretion, with an acceptable hotel franchise to operate a hotel at the applicable Individual Property by the time the Management Agreement expires by its terms shall constitute an immediate Event of Default. For the purposes of this paragraph, (1) Remington Manager shall be deemed an acceptable replacement manager, and (2) Starwood Hotels & Resorts Worldwide, Inc., Hilton Hotels Corporation, Marriott International, Inc. or any brand of any of them shall be deemed an acceptable replacement hotel franchise, and the approval of any of the foregoing as manager or hotel franchise, as applicable, by Lender and the Rating Agencies will not be required.

Management of Property. (i) Each Individual The Property will shall be managed at all times by the applicable Manager or another manager reasonably satisfactory to Agent, pursuant to a Management Agreement. Any such manager may be an Affiliate of Borrower, provided that: (a) the terms and conditions of such manager’s engagement are at arm’s length, reasonable, competitive and customary in the applicable marketplace; and (b) Agent has approved such manager and such terms, which approval shall not be unreasonably withheld or delayed. Borrower shall cause the manager of the Property to agree that such manager’s management agreement is subject and subordinate in all respects to the Lien of the Mortgage. A Management Agreement unless may be terminated as herein provided. Subject to Section 5.1(I), each (1) by Borrower and Operating Lessee shall comply at any time in accordance with the terms provisions of and enforce its rights under the such Management Agreement in all material respects. The so long as a successor manager as specified below shall have been appointed and such successor manager has (i) entered into a Management Agreement Agreement, subject to any modifications approved by Agent, which approval shall not be terminated unreasonably denied, conditioned or delayed, and (ii) has executed and delivered the Manager’s Subordination to Agent, and (2) by Borrowers or Operating Lessee, at Lender’s request, Agent upon thirty (30) days days’ prior written notice to Borrowers, Operating Lessee Borrower and the applicable Manager (ia) upon the occurrence and continuation of an Event of Default, Default or (iib) if the applicable Manager commits any act which would permit termination by any Borrower or Operating Lessee under the Management Agreement and/or (subject to any applicable Franchise notice, grace and cure periods provided in the Management Agreement, (iii) the applicable Manager commits any act which constitutes an act of fraud, material misrepresentation, intentional misrepresentation, gross negligence, willful misconduct, misappropriation of funds, or intentional physical waste of any Individual Property, or (iv) Borrower changes the Manager or Franchisor of an Individual Property without prior written consent of Lender (except as otherwise permitted hereunder). If a manager is terminated pursuant hereto, or the Management Agreement is otherwise terminated by Manager pursuant to the terms contained therein, Borrowers and Operating Lessee shall promptly seek to appoint a replacement manager acceptable to Lender in Lender’s discretion, and Borrowers’ or Operating Lessee’s failure to appoint an acceptable manager within thirty (30) days after Lender’s request of Borrowers to terminate the Management Agreement or other termination of the Management Agreement shall constitute an immediate Event of Default. Borrowers or Operating Lessee Borrower may from time to time appoint a successor manager to manage an Individual Propertythe Property with Agent’s prior written consent, which successor manager shall such consent not to be approved in writing by Lender in Lender’s discretionunreasonably withheld. Notwithstanding the foregoing, any successor manager selected hereunder by Lender, any Agent or Borrower or Operating Lessee to serve as Manager (a) manage the Property shall be either (1) the Remington Manager provided, that the Remington Manager shall manage the applicable Individual Property pursuant to the terms of the master management agreement by and among the Borrowers and the Remington Manager, or (2) a reputable management company having at least seven (7) years’ substantial experience in the management of commercial properties with real property of a similar uses as the Individual Properties type, size and quality in the jurisdiction state in which the Individual Properties are located Property is located. Borrower further covenants and (ii) agrees that any manager of Property shall not be paid management fees in excess of fees which are market fees for comparable managers of comparable properties in the same geographic areaat all times while any Indebtedness is outstanding maintain worker’s compensation insurance as required by Governmental Authorities. (ii) In Borrower further covenants and agrees that the event that Marriott is Manager Property shall be operated pursuant to a the Management Agreement and elects not that Borrower shall: (w) promptly perform and/or observe all of the material covenants and agreements required to renew the term of be performed and observed by it under the Management Agreement at and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (x) promptly notify the end Agent of the initial term or any renewal term of material default under the Management Agreement in accordance with the terms thereof, or the Management Agreement of which it is otherwise terminated by Manager pursuant aware; (y) promptly deliver to the terms contained thereinAgent a copy of each financial statement, then Borrower business plan, capital expenditures plan, notice and Operating Lessee, upon notice of Marriott’s election not to renew the Management Agreement or within thirty (30) days of any other termination of report received by it under the Management Agreement, shall promptly seek to appoint (x) a replacement manager acceptable to Lender and the Rating Agenciesincluding, each in their discretionbut not limited to, financial statements; and (yz) a replacement hotel franchise, acceptable promptly enforce the performance and observance of the covenants and agreements required to Lender and the Rating Agencies, each in their discretion, to occupy and operate at the applicable Individual Property. Borrowers’ or Operating Lessee’s failure to appoint an acceptable manager be performed and/or observed by the time the Management Agreement expires by its terms or within thirty (30) days of any other termination of Manager under the Management Agreement, shall constitute an immediate Event of Default. Borrowers’ or Operating Lessee’s failure to enter into hotel management and operating agreements and other documents in connection therewith (such as subordinations and comfort letters) acceptable to Lender and the Rating Agencies, each in their discretion, with an acceptable hotel franchise to operate a hotel at the applicable Individual Property by the time the Management Agreement expires by its terms shall constitute an immediate Event of Default. For the purposes of this paragraph, (1) Remington Manager shall be deemed an acceptable replacement manager, and (2) Starwood Hotels & Resorts Worldwide, Inc., Hilton Hotels Corporation, Marriott International, Inc. or any brand of any of them shall be deemed an acceptable replacement hotel franchise, and the approval of any of the foregoing as manager or hotel franchise, as applicable, by Lender and the Rating Agencies will not be required.

Management of Property. (i) Each Individual The Property will be managed at all times by the applicable Manager pursuant to a the Management Agreement unless terminated as herein providedprovided in the Loan Documents. Subject Borrower shall diligently perform all terms and covenants of the Management Agreement to Section 5.1(I)be performed by Borrower. Borrower shall not (a) surrender, each Borrower and Operating Lessee shall comply terminate, cancel, or materially modify the Management Agreement, (b) enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, (c) consent to the terms assignment by Manager of and enforce its rights interest under the Management Agreement in all material respects. The Management Agreement shall be terminated by Borrowers or Operating Lessee, at Lender’s request, upon thirty (30d) days prior written notice to Borrowers, Operating Lessee waive or release any of its rights and the applicable Manager (i) upon the occurrence of an Event of Default, (ii) if the applicable Manager commits any act which would permit termination by any Borrower or Operating Lessee remedies under the Management Agreement and/or any applicable Franchise Agreement, (iii) in each case, without the applicable Manager commits any act which constitutes an act of fraud, material misrepresentation, intentional misrepresentation, gross negligence, willful misconduct, misappropriation of funds, or intentional physical waste of any Individual Property, or (iv) Borrower changes the Manager or Franchisor of an Individual Property without prior written consent of Lender (except as otherwise permitted hereunder)Lender, which consent shall not be unreasonably withheld or delayed. If a manager is terminated pursuant hereto, or the Management Agreement is otherwise terminated by Manager pursuant at any time Lender consents to the terms contained thereinappointment of a new manager, Borrowers such new manager and Operating Lessee shall promptly seek Borrower shall, as a condition to appoint a replacement manager acceptable to Lender in Lender’s discretionconsent, execute a subordination of management agreement in form and Borrowers’ or Operating Lessee’s failure substance reasonably satisfactory to appoint an acceptable manager within thirty (30) days after Lender’s request of Borrowers to terminate . Notwithstanding the Management Agreement or other termination of the Management Agreement shall constitute an immediate Event of Default. Borrowers or Operating Lessee foregoing, Borrower may from time to time appoint a successor manager to manage an Individual the Property, which successor manager shall be approved in writing by Lender in subject to Lender’s discretionprior written approval, which approval shall not be unreasonably withheld; provided, however, Lender’s consent shall not be required with respect to such replacement manager if (1) Borrower performs all leasing and asset management functions at the Property, (2) the replacement manager is a reputable and experienced property manager, and (3) a Rating Agency Confirmation with respect to such new manager and management agreement has been obtained. Notwithstanding the foregoing, in the event that Borrower Transfers the Property or Control to any successor entity that is not an Affiliate of Guarantor, Lender shall have the right to approve any replacement property manager selected hereunder by Lender, and any Borrower or Operating Lessee to serve as Manager (a) shall be either (1) the Remington Manager provided, that the Remington Manager shall manage the applicable Individual Property pursuant to the terms of the master replacement property management agreement by and among the Borrowers and the Remington Manager, or (2) a reputable management company having at least seven (7) years’ experience entered into in the management of commercial properties with similar uses as the Individual Properties and in the jurisdiction in connection therewith which the Individual Properties are located and (ii) approval shall not be paid management fees in excess of fees which are market fees for comparable managers of comparable properties in the same geographic areaunreasonably withheld. (ii) In the event that Marriott is Manager pursuant to a Management Agreement and elects not to renew the term of the Management Agreement at the end of the initial term or any renewal term of the Management Agreement in accordance with the terms thereof, or the Management Agreement is otherwise terminated by Manager pursuant to the terms contained therein, then Borrower and Operating Lessee, upon notice of Marriott’s election not to renew the Management Agreement or within thirty (30) days of any other termination of the Management Agreement, shall promptly seek to appoint (x) a replacement manager acceptable to Lender and the Rating Agencies, each in their discretion, and (y) a replacement hotel franchise, acceptable to Lender and the Rating Agencies, each in their discretion, to occupy and operate at the applicable Individual Property. Borrowers’ or Operating Lessee’s failure to appoint an acceptable manager by the time the Management Agreement expires by its terms or within thirty (30) days of any other termination of the Management Agreement, shall constitute an immediate Event of Default. Borrowers’ or Operating Lessee’s failure to enter into hotel management and operating agreements and other documents in connection therewith (such as subordinations and comfort letters) acceptable to Lender and the Rating Agencies, each in their discretion, with an acceptable hotel franchise to operate a hotel at the applicable Individual Property by the time the Management Agreement expires by its terms shall constitute an immediate Event of Default. For the purposes of this paragraph, (1) Remington Manager shall be deemed an acceptable replacement manager, and (2) Starwood Hotels & Resorts Worldwide, Inc., Hilton Hotels Corporation, Marriott International, Inc. or any brand of any of them shall be deemed an acceptable replacement hotel franchise, and the approval of any of the foregoing as manager or hotel franchise, as applicable, by Lender and the Rating Agencies will not be required.

Management of Property. (i) Each Individual The Property will be managed at all times by the applicable Manager pursuant to a Management Agreement unless terminated as herein provided("MANAGEMENT AGREEMENT") in form and substance satisfactory to Mezzanine Lender, in its reasonable discretion. The Manager will agree that the Management Agreement and all fees payable thereunder is subject and subordinate in all respects to the Mortgage Loan and the Mezzanine Loan. Subject to Section 5.1(I)any restrictions contained in the Mortgage Loan Documents, each Mezzanine Borrower and Operating Lessee shall comply with the terms of and enforce its rights under cause the Management Agreement in all material respects. The Management Agreement shall to be terminated by Borrowers or Operating Lessee, at the Mezzanine Lender’s 's request, (x) upon thirty (30) days days' prior written notice to Borrowers, Operating Lessee Property Owner and the applicable Manager (i) upon the occurrence of an Event of Default, (ii) Manager: if the applicable Manager commits any act which would permit termination by Property Owner under any Borrower or Operating Lessee under the Management Agreement and/or unless cured within any applicable Franchise Agreement, (iii) the applicable Manager commits any act which constitutes an act of fraud, material misrepresentation, intentional misrepresentation, gross negligence, willful misconduct, misappropriation of funds, or intentional physical waste of any Individual Propertygrace period provided therein, or (ivy) Borrower changes immediately upon written notice from Mezzanine Lender on the Manager or Franchisor occurrence of an Individual Property without prior written consent Event of Lender (except as otherwise permitted hereunder)Default. If a manager In the event that Manager is terminated pursuant hereto, or the Management Agreement is otherwise terminated by Manager pursuant Mezzanine Borrower shall cause Property Owner immediately to the terms contained therein, Borrowers and Operating Lessee shall promptly seek to appoint a replacement manager acceptable to to, and on terms and conditions acceptable to, Mezzanine Lender in Mezzanine Lender’s discretion, 's reasonable discretion and Borrowers’ or Operating Lessee’s Mezzanine Borrower's failure to appoint obtain such an acceptable manager within thirty (30) 30 days after of Mezzanine Lender’s 's request of Borrowers to terminate the Management Agreement or other termination of the Management Agreement shall constitute an immediate Event of Default. Borrowers or Operating Lessee may from time Mezzanine Lender acknowledges that Insignia would qualify as an acceptable replacement manager under this subsection (n)(i). Mezzanine Borrower will cause any substitute Manager to time appoint enter into a successor manager Manager's Consent and Subordination Agreement in form and substance acceptable to manage an Individual Property, which successor manager shall be approved in writing by Lender in Mezzanine Lender’s discretion. Notwithstanding the foregoing, any . (ii) Any successor manager selected hereunder by Lender, any Borrower or Operating Lessee Mezzanine Lender to serve as Manager (a) manager shall be either (1) the Remington Manager provided, that the Remington Manager shall manage the applicable Individual Property pursuant to the terms of the master management agreement by and among the Borrowers and the Remington Manager, or (2) a reputable management company having at least seven (7) years’ ' experience in the management of commercial properties with a use similar uses as to that of the Individual Properties Property and in the jurisdiction in which the Individual Properties are located and (ii) shall not be paid management fees in excess of fees which are market fees for comparable managers of comparable properties in the same geographic areaProperty is located. (iiiii) In With the event that Marriott is Manager pursuant to a Management Agreement and elects prior written consent of Mezzanine Lender, not to renew be unreasonably withheld, the term leasing of the Management Agreement at the end Property may be sub-contracted to an Entity owned and controlled by one or more of the initial term or any renewal term of the Management Agreement in accordance with the terms thereof, or the Management Agreement is otherwise terminated by Manager pursuant Guarantors. Any such arrangement shall be subject and subordinate to the terms contained therein, then Borrower and Operating Lessee, upon notice of Marriott’s election not to renew the Management Agreement or within thirty (30) days of any other termination of the Management Agreement, shall promptly seek to appoint (x) a replacement manager acceptable to Lender and the Rating Agencies, each in their discretionMezzanine Loan, and (y) a replacement hotel franchise, acceptable to shall be terminable by Mezzanine Lender and immediately on the Rating Agencies, each in their discretion, to occupy and operate at the applicable Individual Property. Borrowers’ or Operating Lessee’s failure to appoint occurrence of an acceptable manager by the time the Management Agreement expires by its terms or within thirty (30) days of any other termination of the Management Agreement, shall constitute an immediate Event of Default. Borrowers’ or Operating Lessee’s failure to enter into hotel management and operating agreements and other documents in connection therewith (such as subordinations and comfort letters) acceptable to Lender and the Rating Agencies, each in their discretion, with an acceptable hotel franchise to operate a hotel at the applicable Individual Property by the time the Management Agreement expires by its terms shall constitute an immediate Event of Default. For the purposes of Default under this paragraph, (1) Remington Manager shall be deemed an acceptable replacement manager, and (2) Starwood Hotels & Resorts Worldwide, Inc., Hilton Hotels Corporation, Marriott International, Inc. or any brand of any of them shall be deemed an acceptable replacement hotel franchise, and the approval of any of the foregoing as manager or hotel franchise, as applicable, by Lender and the Rating Agencies will not be requiredAgreement.

Management of Property. (i) Each Individual a. Borrower shall not enter into any management agreement, operating agreement, leasing agreement, oversight agreement or other agreement or contract relating to the management or operation of any Property will other than the Property Management Agreement, without the prior written approval of Administrative Agent in each case, not to be managed at all times by unreasonably withheld. Borrower shall use commercially reasonable efforts to cause the applicable Property Manager pursuant to a Management Agreement unless terminated as herein provided. Subject to Section 5.1(I)manage, each Borrower lease and Operating Lessee shall comply operate the Property in accordance with the terms of and enforce its rights under the Property Management Agreement in all material respects, and in accordance with Applicable Law. The Management Agreement shall be terminated by Borrowers or Operating Lessee, at Lender’s request, upon thirty (30) days prior written notice to Borrowers, Operating Lessee and the applicable Manager Borrower shall: (i) upon diligently perform and observe all of the material terms, covenants and conditions of the Property Management Agreement on the part of Borrower to be performed and observed in all material respects; (ii) promptly notify Administrative Agent of any written notice of any material default in the performance or observance of any of the terms, covenants or conditions of the Property Management Agreement on the part of Borrower to be performed and observed of which Borrower has knowledge; and (iii) promptly notify Administrative Agent of any material default, beyond the expiration of any applicable notice and cure periods, if any, by the Property Manager in the performance or observance of any of the terms, covenants or conditions of the Property Management Agreement on the part of the Property Manager thereunder to be performed and observed of which Borrower has knowledge. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Property Management Agreement on the part of Borrower to be performed or observed in any material respect, then, without limiting Administrative Agent’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Property Management Agreement, Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Property Management Agreement on the part of Borrower to be performed or observed. Borrower shall not surrender, terminate, cancel, materially modify, renew or extend the Property Management Agreement or enter into any other agreement relating to the management or operation of the Property with the Property Manager or any other Person, or consent to the assignment by the Property Manager of its interest under the Property Management Agreement, in each case without the express consent of Administrative Agent, which consent shall not be unreasonably withheld; provided, however, that Administrative Agent’s consent shall not be required for any automatic renewal or extension of the Property Management Agreement expressly provided for therein or for an assignment of the Property Management Agreement to, or replacement with a new management agreement on substantially the same (or more favorable to Borrower) economic terms with, a Qualified Manager. Borrower shall cause any new Property Manager to execute a consent to the assignment of management agreement granted as of the Agreement Date, in a form reasonably acceptable to Administrative Agent, but which shall provide, among other things (with respect to any new management and leasing agreement), that Administrative Agent shall have the right to terminate the Property Manager and replace it with the Property Manager satisfactory to Administrative Agent upon: (A) the occurrence and during the continuance of an Event of Default, ; and/or (iiB) if at any time that the applicable Property Manager commits any act which would permit termination by any Borrower or Operating Lessee under the Management Agreement and/or any applicable Franchise Agreement, has engaged in: (iii1) the applicable Manager commits any act which constitutes an act of fraud, material misrepresentation, intentional misrepresentation, gross negligence, ; (2) fraud; or (3) willful misconduct, misappropriation of funds, or intentional physical waste of any Individual Property, or (iv) Borrower changes the Manager or Franchisor of an Individual Property without prior written consent of Lender (except as otherwise permitted hereunder). If a manager is terminated pursuant hereto, or the Management Agreement is otherwise terminated determined by Manager pursuant to the terms contained therein, Borrowers and Operating Lessee shall promptly seek to appoint a replacement manager acceptable to Lender Administrative Agent in Lender’s its reasonable discretion, and Borrowers’ or Operating Lessee’s failure to appoint an acceptable manager within thirty (30) days after Lender’s request of Borrowers to terminate the Management Agreement or other termination of the Management Agreement shall constitute an immediate Event of Default. Borrowers or Operating Lessee may from time to time appoint a successor manager to manage an Individual Property, which successor manager shall be approved in writing by Lender in Lender’s discretion. Notwithstanding the foregoing, any successor manager selected hereunder by Lender, any Borrower or Operating Lessee to serve as Manager (a) shall be either (1) the Remington Manager provided, that the Remington Manager shall manage the applicable Individual Property pursuant to the terms of the master management agreement by and among the Borrowers and the Remington Manager, or (2) a reputable management company having at least seven (7) years’ experience in the management of commercial properties with similar uses as the Individual Properties and in the jurisdiction in which the Individual Properties are located and (ii) shall not be paid management fees in excess of fees which are market fees for comparable managers of comparable properties in the same geographic area. (ii) In the event that Marriott is Manager pursuant to a Management Agreement and elects not to renew the term of the Management Agreement at the end of the initial term or any renewal term of the Management Agreement in accordance with the terms thereof, or the Management Agreement is otherwise terminated by Manager pursuant to the terms contained therein, then Borrower and Operating Lessee, upon notice of Marriott’s election not to renew the Management Agreement or within thirty (30) days of any other termination of the Management Agreement, shall promptly seek to appoint (x) a replacement manager acceptable to Lender and the Rating Agencies, each in their discretion, and (y) a replacement hotel franchise, acceptable to Lender and the Rating Agencies, each in their discretion, to occupy and operate at the applicable Individual Property. Borrowers’ or Operating Lessee’s failure to appoint an acceptable manager by the time the Management Agreement expires by its terms or within thirty (30) days of any other termination of the Management Agreement, shall constitute an immediate Event of Default. Borrowers’ or Operating Lessee’s failure to enter into hotel management and operating agreements and other documents in connection therewith (such as subordinations and comfort letters) acceptable to Lender and the Rating Agencies, each in their discretion, with an acceptable hotel franchise to operate a hotel at the applicable Individual Property by the time the Management Agreement expires by its terms shall constitute an immediate Event of Default. For the purposes of this paragraph, (1) Remington Manager shall be deemed an acceptable replacement manager, and (2) Starwood Hotels & Resorts Worldwide, Inc., Hilton Hotels Corporation, Marriott International, Inc. or any brand of any of them shall be deemed an acceptable replacement hotel franchise, and the approval of any of the foregoing as manager or hotel franchise, as applicable, by Lender and the Rating Agencies will not be required.

Management of Property. (i) Each Individual Borrowers shall provide competent, responsible management for each Property. All management agreements must contain termination provisions and must be otherwise reasonably satisfactory to Lender. Borrowers shall not enter into any management agreement or arrangement with any Person with respect to the management of each Property will without Lender’s prior written consent both as to such management agreement or arrangement and such Person. Borrowers shall cause management subordination agreements in form and substance reasonably acceptable to Lender to be managed at all times executed by the applicable Manager pursuant to a Management Agreement unless terminated as herein provided. Subject to Section 5.1(I), each Borrower and Operating Lessee shall comply any such manager simultaneously with the terms execution and delivery of and enforce its rights each such management agreement. Borrowers shall not modify, or amend or terminate any approved management agreement without Lender’s prior written consent. Borrowers shall provide Lender with a copy of any written Notice received by Borrowers from such manager of the occurrence of any default or event of default or condition that with the giving of notice or passage of time, or both, would constitute an event of default under any management agreement or that would entitle the Management Agreement in all material respectsmanager thereunder to terminate the management agreement. The Management Agreement Such management agreement shall be terminated by Borrowers or Operating LesseeBorrowers, at Lender’s reasonable request, upon not less than thirty (30) days days’ prior written notice to Borrowers, Operating Lessee and the applicable Manager (i) upon the occurrence of Borrowers during an Event of Default, (ii) if the applicable Manager commits any act which would permit termination by any Borrower or Operating Lessee under the Management Agreement and/or any applicable Franchise Agreement, (iii) the applicable Manager commits any act which constitutes an act of fraud, material misrepresentation, intentional misrepresentation, gross negligence, willful misconduct, misappropriation of funds, or intentional physical waste of any Individual Property, or (iv) Borrower changes the Manager or Franchisor of an Individual Property without prior written consent of Lender (except as otherwise permitted hereunder). If a manager any such management agreement is terminated pursuant hereto, or the Management Agreement is otherwise terminated by Manager pursuant to the terms contained therein, Borrowers and Operating Lessee shall promptly seek to appoint a replacement manager reasonably acceptable to Lender in pursuant to a replacement management agreement acceptable to Lender’s discretion, and Borrowers’ or Operating Lessee’s failure to appoint an acceptable manager a replacement manager, or to enter into such replacement management agreement within thirty (30) days after Lender’s request of Borrowers to terminate the Management Agreement or other termination of the Management Agreement shall constitute an immediate Event of Default. All leasing brokerage agreements must be with leasing brokers and contain subordination and termination provisions and must be otherwise reasonably satisfactory, both as to such leasing brokerage agreement and such leasing broker, to Lender and Borrowers shall cause each leasing broker to enter into a subordination agreement in form and substance reasonably acceptable to Lender simultaneously with the execution and delivery of such leasing brokerage agreement. Borrowers shall provide Lender with a copy of any written notice received by Borrowers from such leasing broker of the occurrence of any default or Operating Lessee may from time event of default or condition that with the giving of notice or passage of time, or both, would constitute an event of default under any leasing brokerage agreement or that would entitle the leasing broker to time terminate its agreement. Such agreement shall be terminated by Borrowers, at Lender’s reasonable request, upon not less than thirty (30) days’ prior notice to Borrowers during an Event of Default. If any such leasing brokerage agreement is terminated pursuant hereto, Borrowers shall promptly seek to appoint a successor manager replacement broker reasonably acceptable to manage an Individual Property, which successor manager shall be approved in writing by Lender in Lender’s discretion. Notwithstanding the foregoing, any successor manager selected hereunder by Lender, any Borrower or Operating Lessee to serve as Manager (a) shall be either (1) the Remington Manager provided, that the Remington Manager shall manage the applicable Individual Property pursuant to the terms of the master management agreement by and among the Borrowers and the Remington Manager, or (2) a reputable management company having at least seven (7) years’ experience in the management of commercial properties with similar uses as the Individual Properties and in the jurisdiction in which the Individual Properties are located and (ii) shall not be paid management fees in excess of fees which are market fees for comparable managers of comparable properties in the same geographic area. (ii) In the event that Marriott is Manager pursuant to a Management Agreement replacement leasing brokerage agreement, reasonably acceptable to Lender, and elects not Borrowers’ failure to renew the term of the Management Agreement at the end of the initial term appoint such a replacement leasing broker or any renewal term of the Management Agreement in accordance with the terms thereofto enter into such replacement leasing brokerage agreement, or the Management Agreement is otherwise terminated by Manager pursuant to the terms contained therein, then Borrower and Operating Lessee, upon notice of Marriott’s election not to renew the Management Agreement or within thirty (30) days of any other termination of the Management Agreement, shall promptly seek to appoint (x) a replacement manager acceptable to Lender and the Rating Agencies, each in their discretion, and (y) a replacement hotel franchise, acceptable to Lender and the Rating Agencies, each in their discretion, to occupy and operate at the applicable Individual Property. Borrowers’ or Operating Lesseeafter Lender’s failure to appoint an acceptable manager by the time the Management Agreement expires by its terms or within thirty (30) days of any other termination of the Management Agreement, request shall constitute an immediate Event of Default. Borrowers’ or Operating Lessee’s failure to enter into hotel management and operating agreements and other documents in connection therewith (such as subordinations and comfort letters) acceptable to Lender and the Rating Agencies, each in their discretion, with an acceptable hotel franchise to operate a hotel at the applicable Individual Property by the time the Management Agreement expires by its terms shall constitute an immediate Event of Default. For the purposes of this paragraph, (1) Remington Manager shall be deemed an acceptable replacement manager, and (2) Starwood Hotels & Resorts Worldwide, Inc., Hilton Hotels Corporation, Marriott International, Inc. or any brand of any of them shall be deemed an acceptable replacement hotel franchise, and the approval of any of the foregoing as manager or hotel franchise, as applicable, by Lender and the Rating Agencies will not be required.

Management of Property. (i) Each Individual Property will be managed at all times by the applicable a Manager pursuant to a Management Agreement unless terminated as herein provided. Subject to Section 5.1(I), each Borrower and Operating Lessee shall comply with the terms of and enforce its rights under cause the Management Agreement in all material respects. The Management Agreement shall to be terminated by Borrowers Mortgage Borrower or Operating Lessee, at Lender’s 's request, upon thirty (30) days prior written notice to BorrowersBorrower and the applicable Mortgage Borrower, Operating Lessee and the applicable Manager (i) upon the occurrence of an Event of Default, (ii) if the applicable Manager commits any act which would permit termination by any Mortgage Borrower or Operating Lessee under the Management Agreement and/or any applicable Franchise Agreement, or (iii) if the applicable Manager commits any act which constitutes an act of fraud, material misrepresentation, intentional misrepresentation, gross negligence, willful misconduct, misappropriation of funds, or intentional physical waste of any Individual Property, or (iv) Borrower changes the Manager or Franchisor of an Individual Property without prior written consent of Lender (except as otherwise permitted hereunder). If a manager is terminated pursuant hereto, Borrower shall cause Mortgage Borrower or the Management Agreement is otherwise terminated by Manager pursuant to the terms contained therein, Borrowers and Operating Lessee shall promptly to immediately seek to appoint a replacement manager acceptable to Lender in Lender’s 's discretion, and Borrowers’ Borrower's failure to cause Mortgage Borrower or Operating Lessee’s failure Lessee to appoint an acceptable manager within thirty (30) days after Lender’s 's request of Borrowers Borrower to terminate the Management Agreement or other termination of the Management Agreement shall constitute an immediate Event of Default. Borrowers Mortgage Borrower or Operating Lessee may from time to time appoint a successor manager to manage an any Individual Property, which successor manager shall be approved in writing by Lender in Lender’s 's discretion. Notwithstanding the foregoing, any successor manager selected hereunder by Lender, any Mortgage Borrower or Operating Lessee to serve as Manager (ai) shall be either (1A) the Remington Manager provided, that the Remington Manager shall manage the applicable Individual Property pursuant to the terms of the master management agreement by and among the Borrowers and the Remington Manager, or (2B) a reputable management company having at least seven (7) years’ ' experience in the management of commercial properties with similar uses as the Individual Properties and in the jurisdiction in which the Individual Properties are located and (ii) shall not be paid management fees in excess of fees which are market fees for comparable managers of comparable properties in the same geographic area. (ii) In the event that Marriott is Manager pursuant to a Management Agreement and elects not to renew the term of the Management Agreement at the end of the initial term or any renewal term of the Management Agreement in accordance with the terms thereof, or the Management Agreement is otherwise terminated by Manager pursuant to the terms contained therein, then Borrower and Operating Lessee, upon notice of Marriott’s election not to renew the Management Agreement or within thirty (30) days of any other termination of the Management Agreement, shall promptly seek to appoint (x) a replacement manager acceptable to Lender and the Rating Agencies, each in their discretion, and (y) a replacement hotel franchise, acceptable to Lender and the Rating Agencies, each in their discretion, to occupy and operate at the applicable Individual Property. Borrowers’ or Operating Lessee’s failure to appoint an acceptable manager by the time the Management Agreement expires by its terms or within thirty (30) days of any other termination of the Management Agreement, shall constitute an immediate Event of Default. Borrowers’ or Operating Lessee’s failure to enter into hotel management and operating agreements and other documents in connection therewith (such as subordinations and comfort letters) acceptable to Lender and the Rating Agencies, each in their discretion, with an acceptable hotel franchise to operate a hotel at the applicable Individual Property by the time the Management Agreement expires by its terms shall constitute an immediate Event of Default. For the purposes of this paragraph, (1) Remington Manager shall be deemed an acceptable replacement manager, and (2) Starwood Hotels & Resorts Worldwide, Inc., Hilton Hotels Corporation, Marriott International, Inc. or any brand of any of them shall be deemed an acceptable replacement hotel franchise, and the approval of any of the foregoing as manager or hotel franchise, as applicable, by Lender and the Rating Agencies will not be required.

Management of Property. (i) Each Individual The Property will be managed at all times by the applicable Manager pursuant to a the Management Agreement unless terminated as herein provided. Subject to Section 5.1(I), each Borrower and Operating Lessee shall comply with the terms of and enforce its rights under the Management Agreement in all material respects. The Management Agreement shall be terminated by Borrowers Borrower or Operating Lessee, at Lender’s request, upon thirty (30) days prior written notice to BorrowersBorrower, Operating Lessee and the applicable Manager (i) upon the occurrence of an Event of Default, (ii) if the applicable Manager commits any act which would permit termination by any Borrower or Operating Lessee under the Management Agreement and/or any applicable Franchise Agreement, (iii) the applicable Manager commits any act which constitutes an act of fraud, material misrepresentation, intentional misrepresentation, gross negligence, willful misconduct, misappropriation of funds, or intentional physical waste of any Individual the Property, or (iv) Borrower changes the Manager or Franchisor of an Individual Property without prior written consent of Lender (except as otherwise permitted hereunder). If a manager is terminated pursuant hereto, or the Management Agreement is otherwise terminated by Manager pursuant to the terms contained therein, Borrowers Borrower and Operating Lessee shall promptly seek to appoint a replacement manager acceptable to Lender in Lender’s discretion, and Borrowers’ Borrower’s or Operating Lessee’s failure to appoint an acceptable manager within thirty (30) days after Lender’s request of Borrowers Borrower to terminate the Management Agreement or other termination of the Management Agreement shall constitute an immediate Event of Default. Borrowers Borrower or Operating Lessee may from time to time appoint a successor manager to manage an Individual the Property, which successor manager shall be approved in writing by Lender in Lender’s discretion. Notwithstanding the foregoing, any successor manager selected hereunder by Lender, any Borrower or Operating Lessee to serve as Manager (a) shall be either (1) the Remington Manager Lodging & Hospitality LP, a Delaware limited partnership (“Remington Manager”), provided, that the Remington Manager shall manage the applicable Individual Property pursuant to the terms of the master management agreement by and among the Borrowers Borrower and the Remington Manager, or (2) a reputable management company having at least seven (7) years’ experience in the management of commercial properties with similar uses as the Individual Properties Property and in the jurisdiction in which the Individual Properties are Property is located and (iib) shall not be paid management fees in excess of fees which are market fees for comparable managers of comparable properties in the same geographic area. (ii) In the event that Marriott Hyatt is Manager pursuant to a Management Agreement and elects not to renew the term of the Management Agreement at the end of the initial term or any renewal term of the Management Agreement in accordance with the terms thereof, or the Management Agreement is otherwise terminated by Manager pursuant to the terms contained therein, then Borrower and Operating Lessee, upon notice of MarriottHyatt’s election not to renew the Management Agreement or within thirty (30) days of any other termination of the Management Agreement, shall promptly seek to appoint (x) a replacement manager acceptable to Lender and the Rating Agencies, each in their discretion, and (y) a replacement hotel franchise, acceptable to Lender and the Rating Agencies, each in their discretion, to occupy and operate at the applicable Individual Property. Borrowers’ Borrower’s or Operating Lessee’s failure to appoint an acceptable manager by the time the Management Agreement expires by its terms or within thirty (30) days of any other termination of the Management Agreement, shall constitute an immediate Event of Default. Borrowers’ Borrower’s or Operating Lessee’s failure to enter into hotel management and operating agreements and other documents in connection therewith (such as subordinations and comfort letters) acceptable to Lender and the Rating Agencies, each in their discretion, with an acceptable hotel franchise to operate a hotel at the applicable Individual Property by the time the Management Agreement expires by its terms shall constitute an immediate Event of Default. For the purposes of this paragraph, (1) Remington Manager Lodging and Hospitality, L.P. shall be deemed an acceptable replacement manager, and (2) Starwood Hotels & Resorts Worldwide, Inc., Hilton Hotels Corporation, Marriott International, Inc. or any brand of any of them shall be deemed an acceptable replacement hotel franchise, and the approval of any of the foregoing as manager or hotel franchise, as applicable, by Lender and the Rating Agencies will not be required.

Management of Property. (ia) Each Individual Borrower shall not enter into any management agreement, operating agreement, leasing agreement, oversight agreement or other agreement or contract relating to the management or operation of any Property will other than the Property Management Agreement, without the prior written approval of Administrative Agent in each case, not to be managed at all times by unreasonably withheld. Borrower shall use commercially reasonable efforts to cause the applicable Property Manager pursuant to a Management Agreement unless terminated as herein provided. Subject to Section 5.1(I)manage, each Borrower lease and Operating Lessee shall comply operate the Property in accordance with the terms of and enforce its rights under the Property Management Agreement in all material respects, and in accordance with Applicable Law. The Management Agreement shall be terminated by Borrowers or Operating Lessee, at Lender’s request, upon thirty (30) days prior written notice to Borrowers, Operating Lessee and the applicable Manager Borrower shall: (i) upon diligently perform and observe all of the material terms, covenants and conditions of the Property Management Agreement on the part of Borrower to be performed and observed in all material respects; (ii) promptly notify Administrative Agent of any written notice of any material default in the performance or observance of any of the terms, covenants or conditions of the Property Management Agreement on the part of Borrower to be performed and observed of which Borrower has knowledge; and (iii) promptly notify Administrative Agent of any material default, beyond the expiration of any applicable notice and cure periods, if any, by the Property Manager in the performance or observance of any of the terms, covenants or conditions of the Property Management Agreement on the part of the Property Manager thereunder to be performed and observed of which Borrower has knowledge. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Property Management Agreement on the part of Borrower to be performed or observed in any material respect, then, without limiting Administrative Agent’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Property Management Agreement, Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Property Management Agreement on the part of Borrower to be performed or observed. Borrower shall not surrender, terminate, cancel, materially modify, renew or extend the Property Management Agreement or enter into any other agreement relating to the management or operation of the Property with the Property Manager or any other Person, or consent to the assignment by the Property Manager of its interest under the Property Management Agreement, in each case without the express consent of Administrative Agent, which consent shall not be unreasonably withheld; provided, however, that Administrative Agent’s consent shall not be required for any automatic renewal or extension of the Property Management Agreement expressly provided for therein or for an assignment of the Property Management Agreement to, or replacement with a new management agreement on substantially the same (or more favorable to Borrower) economic terms with, a Qualified Manager. Borrower shall cause any new Property Manager to execute a consent to the assignment of management agreement granted as of the Agreement Date, in a form reasonably acceptable to Administrative Agent, but which shall provide, among other things (with respect to any new management and leasing agreement), that Administrative Agent shall have the right to terminate the Property Manager and replace it with the Property Manager satisfactory to Administrative Agent upon: (A) the occurrence and during the continuance of an Event of Default, ; and/or (iiB) if at any time that the applicable Property Manager commits any act which would permit termination by any Borrower or Operating Lessee under the Management Agreement and/or any applicable Franchise Agreement, has engaged in: (iii1) the applicable Manager commits any act which constitutes an act of fraud, material misrepresentation, intentional misrepresentation, gross negligence, ; (2) fraud; or (3) willful misconduct, misappropriation of funds, or intentional physical waste of any Individual Property, or (iv) Borrower changes the Manager or Franchisor of an Individual Property without prior written consent of Lender (except as otherwise permitted hereunder). If a manager is terminated pursuant hereto, or the Management Agreement is otherwise terminated determined by Manager pursuant to the terms contained therein, Borrowers and Operating Lessee shall promptly seek to appoint a replacement manager acceptable to Lender Administrative Agent in Lender’s its reasonable discretion, and Borrowers’ or Operating Lessee’s failure to appoint an acceptable manager within thirty (30) days after Lender’s request of Borrowers to terminate the Management Agreement or other termination of the Management Agreement shall constitute an immediate Event of Default. Borrowers or Operating Lessee may from time to time appoint a successor manager to manage an Individual Property, which successor manager shall be approved in writing by Lender in Lender’s discretion. Notwithstanding the foregoing, any successor manager selected hereunder by Lender, any Borrower or Operating Lessee to serve as Manager (a) shall be either (1) the Remington Manager provided, that the Remington Manager shall manage the applicable Individual Property pursuant to the terms of the master management agreement by and among the Borrowers and the Remington Manager, or (2) a reputable management company having at least seven (7) years’ experience in the management of commercial properties with similar uses as the Individual Properties and in the jurisdiction in which the Individual Properties are located and (ii) shall not be paid management fees in excess of fees which are market fees for comparable managers of comparable properties in the same geographic area. (ii) In the event that Marriott is Manager pursuant to a Management Agreement and elects not to renew the term of the Management Agreement at the end of the initial term or any renewal term of the Management Agreement in accordance with the terms thereof, or the Management Agreement is otherwise terminated by Manager pursuant to the terms contained therein, then Borrower and Operating Lessee, upon notice of Marriott’s election not to renew the Management Agreement or within thirty (30) days of any other termination of the Management Agreement, shall promptly seek to appoint (x) a replacement manager acceptable to Lender and the Rating Agencies, each in their discretion, and (y) a replacement hotel franchise, acceptable to Lender and the Rating Agencies, each in their discretion, to occupy and operate at the applicable Individual Property. Borrowers’ or Operating Lessee’s failure to appoint an acceptable manager by the time the Management Agreement expires by its terms or within thirty (30) days of any other termination of the Management Agreement, shall constitute an immediate Event of Default. Borrowers’ or Operating Lessee’s failure to enter into hotel management and operating agreements and other documents in connection therewith (such as subordinations and comfort letters) acceptable to Lender and the Rating Agencies, each in their discretion, with an acceptable hotel franchise to operate a hotel at the applicable Individual Property by the time the Management Agreement expires by its terms shall constitute an immediate Event of Default. For the purposes of this paragraph, (1) Remington Manager shall be deemed an acceptable replacement manager, and (2) Starwood Hotels & Resorts Worldwide, Inc., Hilton Hotels Corporation, Marriott International, Inc. or any brand of any of them shall be deemed an acceptable replacement hotel franchise, and the approval of any of the foregoing as manager or hotel franchise, as applicable, by Lender and the Rating Agencies will not be required.

Management of Property. (i) Each Individual The Property will be managed at all times by the applicable Property Manager pursuant to a the Property Management Agreement unless terminated as herein providedexpressly permitted pursuant to the Loan Documents. Subject Borrower shall be permitted to Section 5.1(I), each Borrower and Operating Lessee shall comply with enter into the terms of and enforce its rights under the Master Property Management Agreement in all material respects. The Management Agreement shall be terminated by Borrowers or Operating Lessee, at Lender’s request, upon thirty (30) days prior written notice to Borrowers, Operating Lessee and the applicable Manager so long as (i) upon the occurrence of an Event of Default, (ii) if the applicable Manager commits any act which would permit termination by any Borrower or Operating Lessee under the Property Management Agreement and/or any applicable Franchise Agreement, (iii) the applicable Manager commits any act which constitutes an act of fraud, material misrepresentation, intentional misrepresentation, gross negligence, willful misconduct, misappropriation of funds, as such Agreement may be amended or intentional physical waste of any Individual Property, or (iv) Borrower changes the Manager or Franchisor of an Individual Property without prior written consent of Lender (except as otherwise permitted hereunder). If a manager is terminated pursuant hereto, or the Management Agreement is otherwise terminated by Manager pursuant to the terms contained therein, Borrowers and Operating Lessee shall promptly seek to appoint a replacement manager acceptable to Lender in Lender’s discretion, and Borrowers’ or Operating Lessee’s failure to appoint an acceptable manager within thirty (30) days after Lender’s request of Borrowers to terminate the Management Agreement or other termination of the Management Agreement shall constitute an immediate Event of Default. Borrowers or Operating Lessee may from time to time appoint a successor manager to manage an Individual Property, which successor manager shall be approved in writing by Lender in Lender’s discretion. Notwithstanding the foregoing, any successor manager selected hereunder by Lender, any Borrower or Operating Lessee to serve as Manager (a) shall be either (1) the Remington Manager provided, that the Remington Manager shall manage the applicable Individual Property replaced pursuant to the terms of the master management agreement by and among the Borrowers and the Remington Managerthis Agreement, or (2) a reputable management company having at least seven (7) years’ experience is in the management of commercial properties with similar uses as the Individual Properties and in the jurisdiction in which the Individual Properties are located effect and (ii) shall not be paid provided that all fees payable by Borrower under the Master Property Management Agreement (collectively, “Oversight Fee”), together with the property management fees in excess of fees which are market fees for comparable managers of comparable properties fee payable by Borrower to Property Manager, in the same geographic area. (ii) In aggregate, shall in no event exceed the event that Marriott is Manager total fees payable pursuant to a the Property Management Agreement and elects not to renew the term in effect as of the Management Agreement at the end of the initial term Effective Date, as such agreement may be amended or any renewal term of the Management Agreement replaced in accordance with the terms thereofof this Agreement. Lender hereby approves the Master Property Management Agreement and, subject at all times to the proviso in clause (ii) in the immediately preceding sentence, the fees payable thereunder. Borrower hereby covenants and agrees that it will not amend or modify the Amendment to Master Property Management Agreement. Borrower shall diligently perform all terms and covenants of the Property Management Agreement. Borrower shall not (a) surrender, terminate, cancel, or materially modify the Property Management Agreement is otherwise terminated by (and for purposes hereof, increasing the fee(s) payable thereunder shall be deemed a material modification), (b) enter into any other agreement relating to the management or operation of the Property with Property Manager or any other Person (except for the Master Property Management Agreement pursuant to the terms contained thereinAmendment to Master Property Management Agreement as permitted above), then Borrower and Operating Lessee, upon notice (c) consent to the assignment by Property Manager of Marriott’s election not to renew its interest under the Property Management Agreement or within thirty (30d) days waive or release any of any other termination of its rights and remedies under the Property Management Agreement, shall promptly seek to appoint in each case, without the consent of Lender. CTRI Management Services Inc., a California corporation and an Affiliate of CT Interchange (x) “CTRI”), is hereby approved by Lender as a replacement Property Manager subject to Lender’s reasonable approval of a new Property Management Agreement between Borrower and CTRI containing substantially the same terms as the Property Management Agreement being replaced. In the event that CTRI is appointed as the new property manager acceptable of the Property or if at any time, Lender consents to the appointment of a new property manager other CTRI or such other new property manager and Borrower shall, as a condition to Lender’s consent, execute a subordination of the new Lender-approved Property Management Agreement in form and substance satisfactory to Lender. With respect to any such new manager, Lender’s consent of a new property manager other than CTRI may be conditioned upon Borrower delivering (or causing to be delivered) to Lender a Rating Agency Confirmation with respect to such new manager and the Rating Agencies, each in their discretion, and (y) a replacement hotel franchise, acceptable to Lender and the Rating Agencies, each in their discretion, to occupy and operate at the applicable Individual Property. Borrowers’ or Operating Lessee’s failure to appoint an acceptable manager by the time the Management Agreement expires by its terms or within thirty (30) days of any other termination of the new Property Management Agreement, shall constitute an immediate Event of Default. Borrowers’ or Operating Lessee’s failure to enter into hotel management and operating agreements and other documents in connection therewith (such as subordinations and comfort letters) acceptable to Lender and the Rating Agencies, each in their discretion, with an acceptable hotel franchise to operate a hotel at the applicable Individual Property by the time the Management Agreement expires by its terms shall constitute an immediate Event of Default. For the purposes of this paragraph, (1) Remington Manager shall be deemed an acceptable replacement manager, and (2) Starwood Hotels & Resorts Worldwide, Inc., Hilton Hotels Corporation, Marriott International, Inc. or any brand of any of them shall be deemed an acceptable replacement hotel franchise, and the approval of any of the foregoing as manager or hotel franchise, as applicable, by Lender and the Rating Agencies will not be required.

Management of Property. (i) Each Individual The Property will be managed at all times by the applicable Manager pursuant to a the Management Agreement unless terminated as herein providedprovided in the Loan Documents. Subject Borrower shall cause Mortgage Borrower to Section 5.1(I)diligently perform all terms and covenants of the Management Agreement, each enforce the performance and observance of all the covenants and agreements required to be performed and/or observed by Manager under the Management Agreement, in a commercially reasonable manner, and promptly notify Lender of any material default by Manager or Mortgage Borrower and Operating Lessee under the Management Agreement. Borrower shall comply not permit Mortgage Borrower to (a) surrender, terminate, cancel, or modify the Management Agreement, (b) enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, (c) consent to the terms assignment by Manager of and enforce its rights interest under the Management Agreement or (d) waive or release any of its rights and remedies under the Management Agreement, in all material respectseach case, without the consent of Lender, which consent shall not be unreasonably withheld or delayed. The Management Agreement shall be terminated by Borrowers or Operating Lessee, at Lender’s request, upon thirty (30) days prior written notice to Borrowers, Operating Lessee and the applicable Manager If (i) upon the occurrence of an Event of DefaultDefault occurs and is continuing, (ii) if the applicable Manager commits any act which would permit termination by any Borrower shall become bankrupt or Operating Lessee insolvent, or (iii) a material default occurs under the Management Agreement and/or beyond any applicable Franchise Agreementgrace and cure periods, (iii) Borrower shall, at the applicable Manager commits any act which constitutes an act of fraud, material misrepresentation, intentional misrepresentation, gross negligence, willful misconduct, misappropriation of funds, or intentional physical waste of any Individual Property, or (iv) Borrower changes the Manager or Franchisor of an Individual Property without prior written consent of Lender (except as otherwise permitted hereunder). If a manager is terminated pursuant hereto, or the Management Agreement is otherwise terminated by Manager pursuant to the terms contained therein, Borrowers and Operating Lessee shall promptly seek to appoint a replacement manager acceptable to Lender in Lender’s discretion, and Borrowers’ or Operating Lessee’s failure to appoint an acceptable manager within thirty (30) days after Lender’s request of Borrowers Lender, cause the Mortgage Borrower to terminate the Management Agreement or other termination of and replace Manager with a replacement manager (which shall thereafter be the Manager hereunder) approved by Lender pursuant to a replacement management agreement approved by Lender (which shall thereafter be the Management Agreement shall constitute an immediate Event hereunder). If at any time Lender consents to or requires the appointment of Default. Borrowers or Operating Lessee may from time a new manager, such new manager and Borrower shall, as a condition to time appoint a successor manager to manage an Individual Property, which successor manager shall be approved in writing by Lender in Lender’s discretion. Notwithstanding the foregoingconsent, any successor manager selected hereunder by Lender, any Borrower or Operating Lessee to serve as Manager (a) shall be either (1) the Remington Manager provided, that the Remington Manager shall manage the applicable Individual Property pursuant to the terms execute a subordination of the master management agreement by in form and among the Borrowers and the Remington Manager, or (2) a reputable management company having at least seven (7) years’ experience in the management of commercial properties with similar uses as the Individual Properties and in the jurisdiction in which the Individual Properties are located and (ii) shall not be paid management fees in excess of fees which are market fees for comparable managers of comparable properties in the same geographic areasubstance reasonably satisfactory to Lender. (ii) In the event that Marriott is Manager pursuant to a Management Agreement and elects not to renew the term of the Management Agreement at the end of the initial term or any renewal term of the Management Agreement in accordance with the terms thereof, or the Management Agreement is otherwise terminated by Manager pursuant to the terms contained therein, then Borrower and Operating Lessee, upon notice of Marriott’s election not to renew the Management Agreement or within thirty (30) days of any other termination of the Management Agreement, shall promptly seek to appoint (x) a replacement manager acceptable to Lender and the Rating Agencies, each in their discretion, and (y) a replacement hotel franchise, acceptable to Lender and the Rating Agencies, each in their discretion, to occupy and operate at the applicable Individual Property. Borrowers’ or Operating Lessee’s failure to appoint an acceptable manager by the time the Management Agreement expires by its terms or within thirty (30) days of any other termination of the Management Agreement, shall constitute an immediate Event of Default. Borrowers’ or Operating Lessee’s failure to enter into hotel management and operating agreements and other documents in connection therewith (such as subordinations and comfort letters) acceptable to Lender and the Rating Agencies, each in their discretion, with an acceptable hotel franchise to operate a hotel at the applicable Individual Property by the time the Management Agreement expires by its terms shall constitute an immediate Event of Default. For the purposes of this paragraph, (1) Remington Manager shall be deemed an acceptable replacement manager, and (2) Starwood Hotels & Resorts Worldwide, Inc., Hilton Hotels Corporation, Marriott International, Inc. or any brand of any of them shall be deemed an acceptable replacement hotel franchise, and the approval of any of the foregoing as manager or hotel franchise, as applicable, by Lender and the Rating Agencies will not be required.