Common use of Management of the Property Clause in Contracts

Management of the Property. Upon obtaining possession of the Property or upon the appointment of a receiver as described in Section 7.5 (Taking Possession or Control), Beneficiary, the Trustees or the receiver, as the case may be, may, at their sole option, (a) make all necessary or proper repairs and Additions to or upon the Property, (b) operate, maintain, control, make secure and preserve the Property, (c) receive all Rents, and (d) complete the construction of any unfinished Improvements on the Property and, in connection therewith, continue any and all outstanding contracts for the erection and completion of such Improvements and make and enter into any further contracts which may be necessary, either in their or its own name (the cost of completing the Improvements shall be Expenses secured by this Deed of Trust and accrue interest as set forth in Section 4.19 (Reimbursement; Interest)). In so doing, Beneficiary, the Trustees or such receiver shall have the right to manage the Property and to carry on the business of Grantor and may exercise all of the rights and powers of Grantor, including, but without limiting the generality of the foregoing, the right to lease the Property, to cancel, modify, renew or extend any Lease or sub-lease of the Property and to carry on any contracts entered into by Grantor with respect to the Property. Beneficiary, the Trustees or such receiver shall be under no liability for, or by reason of, any such taking of possession, entry, holding, removal, maintaining, operation or management, except for willful misconduct. Any Rents received shall be applied (a) first, to pay all Expenses, and (b) the balance, if any, to payment of the other Obligations. Grantor shall pay on demand to Beneficiary, the receiver or the Trustees (as the case may be) the amount of any deficiency between (a) the Rents received by Beneficiary, the receiver or the Trustees, and (b) all Expenses incurred together with interest thereon at the Reimbursement Rate as provided in Section 4.19 (Reimbursement; Interest). The exercise of the remedies provided in this Section shall not cure or waive any Event of Default, and the enforcement of such remedies, once commenced, shall continue for so long as Beneficiary shall elect, notwithstanding the fact that the exercise of such remedies may have, for a time, cured the original Event of Default.

Management of the Property. Upon obtaining possession of the Property or upon the appointment of a receiver Grantor further covenants and agrees with Beneficiary as described in Section 7.5 (Taking Possession or Control), Beneficiary, the Trustees or the receiver, as the case may be, may, at their sole option, follows: (a) make all necessary or proper repairs Grantor shall cause the hotel located on the Property to be operated pursuant to the Franchise Agreement and Additions to or upon the Property, Management Agreement. (b) operate, maintain, control, make secure Grantor shall: (i) pay all sums required to be paid by Grantor under the Franchise Agreement and the Management Agreement and promptly perform and/or observe all of the covenants and agreements required to be performed and observed by it under the Franchise Agreement and the Management Agreement and do all things necessary to preserve the Property, and to keep unimpaired its material rights thereunder; (cii) receive all Rents, and (d) complete the construction promptly notify Beneficiary in writing of any unfinished Improvements on default under the Property and, Franchise Agreement or the Management Agreement of which it is aware and provide Beneficiary with copies of any notices delivered in connection therewith; (iii) promptly deliver to Beneficiary a copy of each financial statement, continue any business plan, capital expenditures plan, notice, report and all outstanding contracts for estimate received by it under the erection Franchise Agreement or the Management Agreement; (iv) promptly enforce the performance and completion observance of such Improvements and make and enter into any further contracts which may be necessary, either in their or its own name (the cost of completing the Improvements shall be Expenses secured by this Deed of Trust and accrue interest as set forth in Section 4.19 (Reimbursement; Interest)). In so doing, Beneficiary, the Trustees or such receiver shall have the right to manage the Property and to carry on the business of Grantor and may exercise all of the rights covenants and powers of Grantor, includingagreements required to be performed and/or observed by the franchisor under the Franchise Agreement and the manager under the Management Agreement; (v) assign to Beneficiary any right it may have to modify the Franchise Agreement or the Management Agreement; (vi) grant Beneficiary the right, but without limiting the generality of the foregoing, the right to lease the Property, to cancel, modify, renew or extend any Lease or sub-lease of the Property and to carry on any contracts entered into by Grantor with respect to the Property. Beneficiary, the Trustees or such receiver Beneficiary shall be under no liability for, or by reason of, any such taking of possession, entry, holding, removal, maintaining, operation or management, except for willful misconduct. Any Rents received shall be applied (a) firstobligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all Expensesthe terms, covenants and conditions of the Franchise Agreement or Management Agreement on the part of Grantor to be performed or observed to be promptly performed or observed on behalf of Grantor, to the end that the rights of Grantor in, to and under the Franchise Agreement or Management Agreement shall be kept unimpaired and free from default; (bvii) use its reasonable efforts to obtain, from time to time, from the balanceFranchisor and Manager such certificates of estoppel with respect to compliance by Grantor with the terms of the Franchise Agreement and the Management Agreement as may be reasonably requested by Beneficiary; (viii) exercise each individual option, if any, to payment extend or renew the term of the Franchise Agreement or Management Agreement upon demand by Beneficiary made at any time within one (1) year of the last day upon which any such option may be exercised, and Grantor hereby expressly authorizes and appoints Beneficiary its attorney-in-fact to exercise any such option in the name of and upon behalf of Grantor, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest; and (ix) promptly notify Beneficiary in writing and provide Beneficiary with copies of any notices delivered to Grantor, including, without limitation, any notice of violation of any laws, regulations, or ordinances or other Obligations. notice from any governmental or quasi-governmental authority, or any notice of default under the Leases, the Management Agreement or any other document or agreement relating to the Property, which contain information that, if true, might materially adversely affect the value, use or operation of the Property. (c) Grantor shall pay on demand to not, without Beneficiary’s prior written consent: (i) surrender, terminate or cancel the receiver Franchise Agreement or the Trustees Management Agreement; (as ii) reduce or consent to the case may bereduction of the term of the Franchise Agreement or the Management Agreement; (iii) increase or consent to the increase of the amount of any deficiency between charges under the Franchise Agreement or the Management Agreement; (aiv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under the Franchise Agreement or the Management Agreement in any material respect; or (v) operate the Property under the name of any hotel chain or system other than “Residence Inn by Marriott”. (d) Grantor shall not, without Beneficiary’s prior written consent, enter into transactions with any affiliate including, without limitation, any arrangement providing for the management of the hotel on the Property, the rendering or receipt of services or the purchase or sale of inventory, except any such transaction in the ordinary course of business of Grantor if the monetary or business consideration arising therefrom would be substantially as advantageous to Grantor as the monetary or business consideration which would obtain in a comparable transaction with a person not an affiliate of Grantor. (e) Grantor irrevocably authorizes and directs Franchisor to deliver to Beneficiary: (i) all operating information concerning the Property submitted by Grantor to Franchisor; (ii) the Rents received written results of all quality assurance inspections of the Property performed by Franchisor’s Quality Assurance Directors; and (iii) such other information that Beneficiary or Beneficiary’s agents may reasonably request, from time to time, including any information in the possession of Franchisor relating to Grantor not included in the reports referred to above. (f) Notwithstanding anything contained in this Deed of Trust to the contrary, Grantor may, with Beneficiary’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, surrender, terminate or cancel the Franchise Agreement, in accordance with the terms of the Franchise Agreement and enter a new franchise agreement (the “Substitute Franchise Agreement”) with a substitute replacement franchisor (the “Substitute Franchisor”) so long as, at least forty-five (45) days prior (unless a shorter time period is approved by Beneficiary) to surrender, termination or cancellation of the Franchise Agreement, the receiver following conditions are satisfied: (i) the Substitute Franchisor is either Hilton (with respect to the Homewood Suites brand) or Hyatt (with respect to the TrusteesSummerfield Suites brand); (ii) the aggregate amount of fees payable to the Substitute Franchisor under the Substitute Franchise Agreement do not exceed the fees payable to the Franchisor under the existing Franchise Agreement; (iii) Beneficiary shall have received a comfort letter from the Substitute Franchisor in form and substance reasonably acceptable to Lender; (iv) the Substitute Franchise Agreement reflects an arms length transaction; (v) Grantor pays (or posts collateral with Lender which is sufficient to pay) any liquidated termination fee payable to Franchisor due to termination of the Franchise Agreement; (vi) Grantor escrows with Lender any and all amounts required under any Property Improvement Plan required by Substitute Franchisor, if applicable; (vii) Beneficiary shall have received and reviewed the any property improvement plan required by the Substitute Franchisor at least thirty (30) days prior to the surrender, termination or cancellation of the Franchise Agreement, if applicable; (viii) the Substitute Franchise Agreement shall have a term of not less than ten (10) years from the date of the substitution; and (bix) all Expenses incurred in the event the Loan has been securitized, if required by the applicable pooling and servicing agreement, Beneficiary shall have received a letter from the rating agency or agencies required to rate the securities in connection with such securitization certifying that the substitution of Franchise Agreement and Franchisor with the Substitute Franchise Agreement and Substitute Franchisor will not result in a downgrade of any rating applicable to the mortgage loan pool. (g) Notwithstanding anything contained in this Deed of Trust to the contrary, Grantor may surrender, terminate or cancel the Management Agreement, in accordance with the terms of the Management Agreement and enter a new management agreement (the “Substitute Management Agreement”) with Innkeepers Hospitality Management, Inc., a Florida corporation (the “Substitute Manager”), so long as, (i) Grantor provides Beneficiary with notice of the execution of such Substitute Management Agreement, together with interest thereon at the Reimbursement Rate as provided in Section 4.19 (Reimbursement; Interest). The exercise a true and correct copy of the remedies provided Substitute Management Agreement and (ii) Substitute Manager enters in this Section shall not cure or waive any Event a Consent, Subordination and Recognition Agreement with Beneficiary in substantially the same form entered into between Substitute Manager and Beneficiary as of Defaultthe date hereof in connection with the Hilton hotel loan in Ontario, and the enforcement of such remedies, once commenced, shall continue for so long as Beneficiary shall elect, notwithstanding the fact that the exercise of such remedies may have, for a time, cured the original Event of DefaultCalifornia.

Management of the Property. Upon obtaining possession of the Property or upon the appointment of a receiver Grantor further covenants and agrees with Beneficiary as described in Section 7.5 (Taking Possession or Control), Beneficiary, the Trustees or the receiver, as the case may be, may, at their sole option, follows: (a) make all necessary or proper repairs Grantor shall cause the hotel located on the Property to be operated pursuant to the Franchise Agreement and Additions to or upon the Property, Management Agreement. (b) operate, maintain, control, make secure Grantor shall: (i) pay all sums required to be paid by Grantor under the Franchise Agreement and the Management Agreement and promptly perform and/or observe all of the covenants and agreements required to be performed and observed by it under the Franchise Agreement and the Management Agreement and do all things necessary to preserve the Property, and to keep unimpaired its material rights thereunder; (cii) receive all Rents, and (d) complete the construction promptly notify Beneficiary in writing of any unfinished Improvements on default under the Property and, Franchise Agreement or the Management Agreement of which it is aware and provide Beneficiary with copies of any notices delivered in connection therewith; (iii) promptly deliver to Beneficiary a copy of each financial statement, continue any business plan, capital expenditures plan, notice, report and all outstanding contracts for estimate received by it under the erection Franchise Agreement or the Management Agreement; (iv) promptly enforce the performance and completion observance of such Improvements and make and enter into any further contracts which may be necessary, either in their or its own name (the cost of completing the Improvements shall be Expenses secured by this Deed of Trust and accrue interest as set forth in Section 4.19 (Reimbursement; Interest)). In so doing, Beneficiary, the Trustees or such receiver shall have the right to manage the Property and to carry on the business of Grantor and may exercise all of the rights covenants and powers of Grantor, includingagreements required to be performed and/or observed by the franchisor under the Franchise Agreement and the manager under the Management Agreement; (v) assign to Beneficiary any right it may have to modify the Franchise Agreement or the Management Agreement; (vi) grant Beneficiary the right, but without limiting the generality of the foregoing, the right to lease the Property, to cancel, modify, renew or extend any Lease or sub-lease of the Property and to carry on any contracts entered into by Grantor with respect to the Property. Beneficiary, the Trustees or such receiver Beneficiary shall be under no liability for, or by reason of, any such taking of possession, entry, holding, removal, maintaining, operation or management, except for willful misconduct. Any Rents received shall be applied (a) firstobligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all Expensesthe terms, covenants and conditions of the Franchise Agreement or Management Agreement on the part of Grantor to be performed or observed to be promptly performed or observed on behalf of Grantor, to the end that the rights of Grantor in, to and under the Franchise Agreement or Management Agreement shall be kept unimpaired and free from default; (bvii) use its reasonable efforts to obtain, from time to time, from the balanceFranchisor and Manager such certificates of estoppel with respect to compliance by Grantor with the terms of the Franchise Agreement and the Management Agreement as may be reasonably requested by Beneficiary; (viii) exercise each individual option, if any, to payment extend or renew the term of the Franchise Agreement or Management Agreement upon demand by Beneficiary made at any time within one (1) year of the last day upon which any such option may be exercised, and Grantor hereby expressly authorizes and appoints Beneficiary its attorney-in-fact to exercise any such option in the name of and upon behalf of Grantor, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest; and (ix) promptly notify Beneficiary in writing and provide Beneficiary with copies of any notices delivered to Grantor, including, without limitation, any notice of violation of any laws, regulations, or ordinances or other Obligations. notice from any governmental or quasi-governmental authority, or any notice of default under the Leases, the Management Agreement or any other document or agreement relating to the Property, which contain information that, if true, might materially adversely affect the value, use or operation of the Property. (c) Grantor shall pay on demand to not, without Beneficiary’s prior written consent: (i) surrender, terminate or cancel the receiver Franchise Agreement or the Trustees Management Agreement; (as ii) reduce or consent to the case may bereduction of the term of the Franchise Agreement or the Management Agreement; (iii) increase or consent to the increase of the amount of any deficiency between charges under the Franchise Agreement or the Management Agreement; (aiv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under the Franchise Agreement or the Management Agreement in any material respect; or (v) operate the Property under the name of any hotel chain or system other than “Hilton”. (d) Grantor shall not, without Beneficiary’s prior written consent, enter into transactions with any affiliate including, without limitation, any arrangement providing for the management of the hotel on the Property, the rendering or receipt of services or the purchase or sale of inventory, except any such transaction in the ordinary course of business of Grantor if the monetary or business consideration arising therefrom would be substantially as advantageous to Grantor as the monetary or business consideration which would obtain in a comparable transaction with a person not an affiliate of Grantor. (e) Grantor irrevocably authorizes and directs Franchisor to deliver to Beneficiary: (i) all operating information concerning the Property submitted by Grantor to Franchisor; (ii) the Rents received written results of all quality assurance inspections of the Property performed by Franchisor’s Quality Assurance Directors; and (iii) such other information that Beneficiary or Beneficiary’s agents may reasonably request, from time to time, including any information in the possession of Franchisor relating to Grantor not included in the reports referred to above. (f) Notwithstanding anything contained in this Deed of Trust to the contrary, Grantor may, with Beneficiary’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, surrender, terminate or cancel the Franchise Agreement, in accordance with the terms of the Franchise Agreement and enter a new franchise agreement (the “Substitute Franchise Agreement”) with a substitute replacement franchisor (the “Substitute Franchisor”) so long as, at least forty-five (45) days prior (unless a shorter time period is approved by Beneficiary) to surrender, termination or cancellation of the Franchise Agreement, the receiver following conditions are satisfied: (i) the Substitute Franchisor is one of the following: (A) Marriott (with respect to the Marriott hotel brand), (B) Hyatt (with respect to the Hyatt hotel brand) or (C) Starwood Hotels and Resorts (with respect to the Westin hotel brand or the TrusteesSheraton hotel brand); (ii) the aggregate amount of fees payable to the Substitute Franchisor under the Substitute Franchise Agreement do not exceed the fees payable to the Franchisor under the existing Franchise Agreement; (iii) Beneficiary shall have received a comfort letter from the Substitute Franchisor in form and substance reasonably acceptable to Lender; (iv) the Substitute Franchise Agreement reflects an arms length transaction; (v) Grantor pays (or posts collateral with Lender which is sufficient to pay) any liquidated termination fee payable to Franchisor due to termination of the Franchise Agreement; (vi) Grantor escrows with Lender any and all amounts required under any Property Improvement Plan required by Substitute Franchisor, if applicable; (vii) Beneficiary shall have received and reviewed the any property improvement plan required by the Substitute Franchisor at least thirty (30) days prior to the surrender, termination or cancellation of the Franchise Agreement, if applicable; (viii) the Substitute Franchise Agreement shall have a term of not less than ten (10) years from the date of the substitution; and (bix) all Expenses incurred together with interest thereon at in the Reimbursement Rate as provided in Section 4.19 (Reimbursement; Interest). The exercise of event the remedies provided in this Section shall not cure or waive any Event of DefaultLoan has been securitized, if required by the applicable pooling and the enforcement of such remediesservicing agreement, once commenced, shall continue for so long as Beneficiary shall elect, notwithstanding have received a letter from the fact rating agency or agencies required to rate the securities in connection with such securitization certifying that the exercise substitution of such remedies may have, for Franchise Agreement and Franchisor with the Substitute Franchise Agreement and Substitute Franchisor will not result in a time, cured downgrade of any rating applicable to the original Event of Defaultmortgage loan pool.

Management of the Property. Upon obtaining possession of The Tenant hereby acknowledges to the Landlord that the Property or upon may be managed by any party other than the appointment of a receiver as described in Section 7.5 (Taking Possession or Control), Beneficiary, the Trustees or the receiverLandlord, as the case Landlord from time to time may bein writing designate and, mayto all intents and purposes, any manager so designated shall be the party at their sole option, (a) make all necessary or proper repairs and Additions to or upon the Property, (b) operate, maintain, control, make secure and preserve the Property, (c) receive all Rents, and (d) complete the construction of any unfinished Improvements on the Property and, authorized to deal with the Tenant. All payments to Landlord in connection therewith, continue any and all outstanding contracts for the erection and completion virtue of such Improvements and make and enter into any further contracts which may be necessary, either in their or its own name (the cost of completing the Improvements this Lease shall be Expenses secured made by this Deed of Trust and accrue interest as set forth cheque payable to the Landlord in Section 4.19 (Reimbursement; Interest))full unless otherwise specified in writing by Landlord to Tenant. In so doing, Beneficiary, the Trustees or such receiver The Landlord shall have the right to manage amend and/or rescind the Property rules and regulations in Schedule "E" from time to time and to carry on make any other reasonable rules and regulations not contrary to the business spirit and intent of Grantor this Lease as, in its discretion, may from time to time be needful for the safety, care, cleanliness and may exercise all of the rights and powers of Grantor, including, but without limiting the generality of the foregoing, the right to lease the Property, to cancel, modify, renew or extend any Lease or sub-lease proper administration of the Property and to carry on any contracts entered into by Grantor with respect to including the Property. Beneficiary, the Trustees or such receiver shall be under no liability for, or by reason of, any such taking of possession, entry, holding, removal, maintaining, operation or management, except for willful misconduct. Any Rents received shall be applied (a) first, to pay all ExpensesLeased Premises, and (b) for the balance, if any, to payment preservation of the other Obligations. Grantor shall pay on demand to Beneficiary, the receiver or the Trustees (as the case may be) the amount of any deficiency between (a) the Rents received by Beneficiary, the receiver or the Trustees, and (b) all Expenses incurred together with interest thereon at the Reimbursement Rate as provided in Section 4.19 (Reimbursement; Interest). The exercise of the remedies provided in this Section shall not cure or waive any Event of Defaultgood order therein, and the enforcement same shall be observed and performed by the Tenant and by its customers, and all such rules and regulations now or hereafter to be established by the Landlord as herein provided shall form part of this Lease as if recited at length herein and any such remediesnew rules and regulations shall be binding upon Tenant upon written notification from Landlord. Furthermore, once commencedin the event that Tenant does not comply with the rules and regulations, Landlord shall continue for so long have the right, without notice, to enter the Leased Premises and execute any work necessary to rectify Tenant's noncompliance, the cost of which shall immediately, upon Landlord's request, be payable by Tenant as Beneficiary shall elect, notwithstanding the fact Additional Rental. It is agreed and understood that the exercise terms and conditions of such remedies may have, for a time, cured this Lease shall prevail over any of the original Event terms of Defaultthe rules and regulations.

Management of the Property. Upon obtaining possession Grantor further covenants and agrees with Beneficiary as follows, all to the extent Grantor has the ability, under the Operating Lease, other contract or otherwise, to control, direct or affect any of the Property or upon the appointment of a receiver as described in Section 7.5 (Taking Possession or Control), Beneficiary, the Trustees or the receiver, as the case may be, may, at their sole option, following: (a) make all necessary or proper repairs Grantor shall cause the hotel located on the Property to be operated pursuant to the Management Agreement and Additions to or upon the Property, Franchise Agreement. (b) operate, maintain, control, make secure Grantor shall: (i) cause all sums required to be paid by Tenant under the Management Agreement and preserve the Property, Franchise Agreement to be paid and Txxxxx's performance and observance of all of the material covenants and agreements required to be performed and observed by it under the Management Agreement and the Franchise Agreement; (cii) receive all Rents, and (d) complete the construction promptly notify Beneficiary in writing of any unfinished Improvements on default under the Property and, Management Agreement or Franchise Agreement of which it is aware and provide Beneficiary with copies of any notices delivered by Grantor in connection therewith; (iii) promptly deliver to Beneficiary a copy of each financial statement, continue any business plan, capital expenditures plan, notice, report and all outstanding contracts for estimate received by it under the erection Management Agreement or the Franchise Agreement; (iv) cause Tenant to promptly enforce the performance and completion observance of such Improvements and make and enter into any further contracts which may be necessary, either in their or its own name (the cost of completing the Improvements shall be Expenses secured by this Deed of Trust and accrue interest as set forth in Section 4.19 (Reimbursement; Interest)). In so doing, Beneficiary, the Trustees or such receiver shall have the right to manage the Property and to carry on the business of Grantor and may exercise all of the rights material covenants and powers of Grantor, includingagreements required to be performed and/or observed by Manager under the Management Agreement and Franchisor under the Franchise Agreement; (v) assign to Beneficiary any right it may have to modify the Management Agreement or the Franchise Agreement; (vi) grant Beneficiary the right, but without limiting the generality of the foregoing, the right to lease the Property, to cancel, modify, renew or extend any Lease or sub-lease of the Property and to carry on any contracts entered into by Grantor with respect to the Property. Beneficiary, the Trustees or such receiver Beneficiary shall be under no liability for, or by reason of, any such taking of possession, entry, holding, removal, maintaining, operation or management, except for willful misconduct. Any Rents received shall be applied (a) firstobligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all Expensesthe terms, covenants and (b) conditions of the balance, if anyFranchise Agreement or Management Agreement on the part of Grantor to be performed or observed to be promptly performed or observed on behalf of Grantor, to payment the end that the rights of Grantor in, to and under the Franchise Agreement or Management Agreement shall be kept unimpaired and free from default; (vii) use its reasonable efforts to obtain, from time to time, from Manager or Franchisor such certificates of estoppel with respect to compliance by Tenant with the terms of the other Obligations. Grantor shall pay on demand to BeneficiaryManagement Agreement or Franchise Agreement, the receiver or the Trustees (respectively, as the case may be) the amount of any deficiency between (a) the Rents received be requested by Beneficiary, the receiver or the Trustees, and (b) all Expenses incurred together with interest thereon at the Reimbursement Rate as provided in Section 4.19 (Reimbursement; Interest). The exercise of the remedies provided in this Section shall not cure or waive any Event of Default, and the enforcement of such remedies, once commenced, shall continue for so long as Beneficiary shall elect, notwithstanding the fact that the exercise of such remedies may have, for a time, cured the original Event of Default.;

Management of the Property. Upon obtaining A. Prior to the Closing Date, Seller shall, at Seller’s sole cost and expense: 1. Promptly deliver to Buyer a copy of any notice issued or received by Involved Seller Representatives (including, without limitation, a notice of default) received under any mortgage or insurance policy and comply with such notice provided same is correct; 2. Promptly deliver notice to the Buyer of all correspondence, actions, suits, claims and other proceedings of which the Involved Seller Representatives have received written notice, affecting the Property, or the use, possession or occupancy thereof received by the Involved Seller Representatives or of any damage or proposed taking or of any violations of any Hazardous Substances Laws of which notice was provided to the Involved Seller Representatives; 3. Promptly deliver copies of notices to Buyer of releases of Hazardous Material received by Involved Seller Representatives or any actual or threatened condemnation of the Property or upon any portion thereof, which, to Seller’s Actual Knowledge, has been given by or on behalf of any federal, state or local agency; 4. Maintain all existing and current licenses, permits and governmental approvals (collectively referred to as the appointment “Permits”) in full force and effect and promptly deliver notice to Buyer of a receiver any intention of Seller or its affiliates to seek any new Permit as described well as copies of any written notices of violations; 5. Maintain the current insurance policies on the Property; 6. Seller agrees to cooperate with Buyer’s reasonable requests for documents or information in Section 7.5 connection with Buyer’s acquisition of the Property (Taking Possession or Controlexcluding forecasts, budgets and projections), Beneficiaryprovided there is no additional expense to Seller and that such information is readily available to Seller and that such cooperation does not create any additional financial obligations or liability for the Seller B. Prior to the Closing Date, Seller shall not and shall cause its affiliates not to: 1. Modify, amend, renew, extend, terminate or otherwise alter any contracts of the Trustees Seller or its affiliates affecting the receiverProperty , as which will remain in effect more than thirty (30) days after Closing, except for change orders relating to construction, which shall not require the case may be, may, at their sole option, (a) make all necessary consent of Buyer; C. Buyer shall be notified by Seller promptly if the occurrence of any of the following has occurred to Seller’s Actual Knowledge: fire or proper repairs and Additions other casualty causing damage to or upon the Property, (b) operate, maintain, control, make secure and preserve or any portion thereof; receipt of notice of eminent domain proceedings or condemnation of or affecting the Property, (c) receive all Rentsor any portion thereof; receipt of notice from any governmental authority or insurance underwriter relating to the condition, and (d) complete the construction use or occupancy of any unfinished Improvements on the Property and, in connection therewith, continue any and all outstanding contracts for the erection and completion of such Improvements and make and enter into any further contracts which may be necessary, either in their or its own name (the cost of completing the Improvements shall be Expenses secured by this Deed of Trust and accrue interest as set forth in Section 4.19 (Reimbursement; Interest)). In so doing, Beneficiary, the Trustees or such receiver shall have the right to manage the Property and to carry on the business of Grantor and may exercise all of the rights and powers of Grantor, including, but without limiting the generality of the foregoing, the right to lease the Property, to cancelor any portion there of, modify, renew or extend setting forth any Lease or sub-lease of the Property and to carry on any contracts entered into by Grantor requirements with respect thereto receipt of any notice of default from the holder of any lien or security interest in or encumbering the Property, or any portion thereof; notice of any actual litigation against Seller or affecting or relating to the Property. Beneficiary, the Trustees or such receiver shall be under no liability for, or by reason of, any such taking of possession, entry, holding, removal, maintaining, operation or management, except for willful misconduct. Any Rents received shall be applied (a) first, to pay all Expenses, and (b) the balance, if any, to payment of the other Obligations. Grantor shall pay on demand to Beneficiary, the receiver portion thereof; or the Trustees (as the case may be) the amount commencement of any deficiency between (a) strike, lock-out, boycott or other labor trouble affecting the Rents received by BeneficiaryProperty, the receiver or the Trustees, and (b) all Expenses incurred together with interest thereon at the Reimbursement Rate as provided in Section 4.19 (Reimbursement; Interest). The exercise of the remedies provided in this Section shall not cure or waive any Event of Default, and the enforcement of such remedies, once commenced, shall continue for so long as Beneficiary shall elect, notwithstanding the fact that the exercise of such remedies may have, for a time, cured the original Event of Defaultportion thereof.

Management of the Property. Upon obtaining possession of the Property or upon the appointment of a receiver Borrower further covenants and agrees with Lender as described in Section 7.5 (Taking Possession or Control), Beneficiary, the Trustees or the receiver, as the case may be, may, at their sole option, follows: (a) make all necessary or proper repairs and Additions Borrower shall cause the hotel located on the Property to or upon be operated pursuant to the Property, Management Agreement. (b) operate, maintain, control, make secure Borrower shall: (i) pay all sums required to be paid by Borrower under the Management Agreement and preserve promptly perform and/or observe all of the Property, material covenants and agreements required to be performed and observed by it under the Management Agreement; (cii) receive all Rents, and (d) complete the construction promptly notify Lender in writing of any unfinished Improvements on default under the Property and, Management Agreement of which it is aware and provide Lender with copies of any notices delivered in connection therewith; (iii) promptly deliver to Lender a copy of each financial statement, continue any business plan, capital expenditures plan, notice, report and all outstanding contracts for estimate received by it under the erection Management Agreement; (iv) promptly enforce the performance and completion observance of such Improvements and make and enter into any further contracts which may be necessary, either in their or its own name (the cost of completing the Improvements shall be Expenses secured by this Deed of Trust and accrue interest as set forth in Section 4.19 (Reimbursement; Interest)). In so doing, Beneficiary, the Trustees or such receiver shall have the right to manage the Property and to carry on the business of Grantor and may exercise all of the rights material covenants and powers agreements required to be performed and/or observed by the manager under the Management Agreement; (v) use its reasonable efforts to obtain, from time to time, from the Manager such certificates of Grantor, including, but without limiting the generality of the foregoing, the right to lease the Property, to cancel, modify, renew or extend any Lease or sub-lease of the Property and to carry on any contracts entered into by Grantor estoppel with respect to compliance by Borrower with the Property. Beneficiary, terms of the Trustees or such receiver shall Management Agreement as may be under no liability for, or requested by reason of, any such taking of possession, entry, holding, removal, maintaining, operation or management, except for willful misconduct. Any Rents received shall be applied Lender; (avi) first, to pay all Expenses, and (b) the balanceexercise each individual option, if any, to payment extend or renew the term of the Management Agreement upon demand by Lender made at any time within one year of the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest; provided, however, that so long as no Event of Default exists hereunder or under any of the Loan Documents, Lender shall not be entitled to exercise the foregoing appointment; and (vii) promptly notify Lender in writing and provide Lender with copies of any material notices delivered to Borrower or of which Borrower becomes aware, including, without limitation, any notice of violation of any laws, regulations, or ordinances or other Obligations. Grantor shall pay on demand to Beneficiarynotice from any governmental or quasi-governmental authority, or any notice of default under the Leases, the receiver Management Agreement or any other document or agreement relating to the Trustees Property, which contain information that, if true, might materially adversely affect the value, use or operation of the Property. (as c) Borrower shall not, without Lender’s prior written consent: (i) surrender, terminate or cancel the case may beManagement Agreement; (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any deficiency between charges under the Management Agreement; (aiv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under the Management Agreement in any material respect; or (v) operate the Property under the name of any hotel chain or system other than Wyndham or as a full-service Marriott hotel, Hilton hotel or other similar, recognized and established, high quality, full-service hotel. (d) Borrower shall not, without Lender’s prior written consent, enter into transactions with any affiliate including, without limitation, any arrangement providing for the management of the hotel on the Property, the rendering or receipt of services or the purchase or sale of inventory, except any such transaction in the ordinary course of business of Borrower if the monetary or business consideration arising therefrom would be substantially as advantageous to Borrower as the monetary or business consideration which would obtain in a comparable transaction with a person not an affiliate of Borrower. (e) Borrower irrevocably authorizes and directs Manager to deliver to Lender: (i) all operating information concerning the Property submitted by Borrower to Manager; (ii) the Rents received written results of all quality assurance inspections of the Property performed by Beneficiary, the receiver or the Trustees, Manager; and (biii) all Expenses incurred together with interest thereon at such other information in the Reimbursement Rate as provided in Section 4.19 (Reimbursement; Interest). The exercise possession of Manager that Lender or Lender’s agents may reasonably request, from time to time regarding management or operation of the remedies provided Property, including any information in this Section shall the possession of Manager relating to Borrower not cure or waive any Event of Default, and included in the enforcement of such remedies, once commenced, shall continue for so long as Beneficiary shall elect, notwithstanding the fact that the exercise of such remedies may have, for a time, cured the original Event of Defaultreports referred to above.

Management of the Property. Upon obtaining possession of Seller agrees that during the period between the Effective Date and the Closing Date: (a) Seller will manage the Property or upon will cause the appointment of a receiver as described in Section 7.5 (Taking Possession Property to be managed under policies substantially similar to those existing prior to the Effective Date; provided, however, that Seller shall have no obligation to make any capital improvements or Control), Beneficiary, replacements to the Trustees Property or the receiver, as the case may be, may, at their sole option, (a) make all necessary or proper repairs and Additions to or upon the Property, any portion thereof; (b) operatePrior to the expiration of the Inspection Period, maintainSeller shall not enter into any new Lease or any amendment or modification (including termination) of any existing Lease (or consent to any new Sublease or any amendment or modification to any Sublease), controlother than an amendment to evidence Tenant's exercise of a right to renewal, make secure extension or expansion in accordance with the terms set forth in the Lease, without Purchaser's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. After the expiration of the Inspection Period, Seller shall not enter into any new Lease or any amendment or modification (including termination) of any existing Lease (or consent to any new Sublease or any amendment or modification to any Sublease), other than an amendment to evidence Tenant's exercise of a right to renewal, extension or expansion in accordance with the terms set forth in the Lease, without the prior written consent of Purchaser, which consent shall be granted or withheld in Purchaser's sole and preserve the Property, absolute discretion; (c) receive all Rents, Seller will maintain property and (d) complete liability insurance coverage in the construction ordinary course of any unfinished Improvements on the Property and, in connection therewith, continue any and all outstanding contracts for the erection and completion of such Improvements and make and enter into any further contracts which may be necessary, either in their or its own name (the cost of completing the Improvements shall be Expenses secured by this Deed of Trust and accrue interest as set forth in Section 4.19 (Reimbursement; Interest)). In so doing, Beneficiary, the Trustees or such receiver shall have the right to manage the Property and to carry on the Seller's business of Grantor and may exercise all of the rights and powers of Grantor, including, but without limiting the generality of the foregoing, the right to lease the Property, to cancel, modify, renew or extend any Lease or sub-lease of the Property and to carry on any contracts entered into by Grantor with respect to the Property. BeneficiaryProperty from the date hereof through the Closing Date or earlier termination of this Contract; (d) Seller will not grant any lien or cause any instrument to be recorded that would further encumber the Property in any manner, other than subordination, non-disturbance and attornment agreements with respect to Leases entered into in accordance with the Trustees terms hereof or such receiver liens or encumbrances to be discharged as of the Closing Date; (e) Seller shall be under no liability forprovide prompt notice of any material actions, suits, or proceedings (including any eminent domain or condemnation proceeding) pending or to Seller's actual knowledge, threatened in writing in any court or before or by reason any Governmental Authority against or affecting the Property which arise after the date hereof and of which Seller has actual knowledge of, except as disclosed to Purchaser in the Title Report or Exhibit D hereto; (f) During the pendency of this Contract, Seller will not enter into any such taking of possession, entry, holding, removal, maintaining, operation service or managementmaintenance contract that will be an obligation affecting the Property (excluding Leases and Subleases as provided above) subsequent to the Closing, except contracts entered into in the ordinary course of business that are terminable without cause and without fee, charge, or penalty on 30-days' notice, without the prior consent of the Purchaser, which shall not be unreasonably withheld or delayed; (g) Seller shall not transfer or remove any material Personalty owned by Seller from the Improvements except for willful misconductthe purpose of repair or replacement thereof. Any Rents items of Personal Property replaced after the date hereof will be promptly installed prior to Closing and will be of similar quality of the item of Personalty being replaced; (h) To the extent sent or received by or on behalf of Seller after the date hereof, Seller shall be applied (a) firstfrom the date hereof until Closing, promptly deliver to pay all ExpensesPurchaser copies of written default notices under Leases, and all written notices of litigation or material actions initiated by a Governmental Authority which would affect the Property after the Closing Date. (bi) the balance, if any, Seller shall endeavor to payment of the other Obligations. Grantor shall pay on demand deliver to Beneficiary, the receiver or the Trustees (as the case may be) the amount Purchaser copies of any deficiency between (a) the Rents bills for real and personal property taxes and assessments and copies of any notices pertaining to real estate taxes or valuations that are received by Beneficiary, Seller after the receiver or the Trustees, and (b) all Expenses incurred together with interest thereon at the Reimbursement Rate as provided in Section 4.19 (Reimbursement; Interest). The exercise of the remedies provided in this Section shall not cure or waive any Event of Default, and the enforcement of such remedies, once commenced, shall continue for so long as Beneficiary shall elect, notwithstanding the fact that the exercise of such remedies may have, for a time, cured the original Event of Defaultdate hereof.

Management of the Property. Upon obtaining possession Grantor further covenants and agrees with Beneficiary as follows, all to the extent Grantor has the ability, under the Operating Lease, other contract or otherwise, to control, direct or affect any of the Property or upon the appointment of a receiver as described in Section 7.5 (Taking Possession or Control), Beneficiary, the Trustees or the receiver, as the case may be, may, at their sole option, following: (a) make all necessary or proper repairs Grantor shall cause the hotel located on the Property to be operated pursuant to the Management Agreement and Additions to or upon the Property, Franchise Agreement. (b) operate, maintain, control, make secure Grantor shall: (i) cause all sums required to be paid by Tenant under the Management Agreement and preserve the Property, Franchise Agreement to be paid and Tenant's performance and observance of all of the material covenants and agreements required to be performed and observed by it under the Management Agreement and the Franchise Agreement; (cii) receive all Rents, and (d) complete the construction promptly notify Beneficiary in writing of any unfinished Improvements on default under the Property and, Management Agreement or Franchise Agreement of which it is aware and provide Beneficiary with copies of any notices delivered by Grantor in connection therewith; (iii) promptly deliver to Beneficiary a copy of each financial statement, continue any business plan, capital expenditures plan, notice, report and all outstanding contracts for estimate received by it under the erection Management Agreement or the Franchise Agreement; (iv) cause Tenant to promptly enforce the performance and completion observance of such Improvements and make and enter into any further contracts which may be necessary, either in their or its own name (the cost of completing the Improvements shall be Expenses secured by this Deed of Trust and accrue interest as set forth in Section 4.19 (Reimbursement; Interest)). In so doing, Beneficiary, the Trustees or such receiver shall have the right to manage the Property and to carry on the business of Grantor and may exercise all of the rights material covenants and powers of Grantor, includingagreements required to be performed and/or observed by Manager under the Management Agreement and Franchisor under the Franchise Agreement; (v) assign to Beneficiary any right it may have to modify the Management Agreement or the Franchise Agreement; (vi) grant Beneficiary the right, but without limiting the generality of the foregoing, the right to lease the Property, to cancel, modify, renew or extend any Lease or sub-lease of the Property and to carry on any contracts entered into by Grantor with respect to the Property. Beneficiary, the Trustees or such receiver Beneficiary shall be under no liability for, or by reason of, any such taking of possession, entry, holding, removal, maintaining, operation or management, except for willful misconduct. Any Rents received shall be applied (a) firstobligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all Expensesthe terms, covenants and (b) conditions of the balance, if anyFranchise Agreement or Management Agreement on the part of Grantor to be performed or observed to be promptly performed or observed on behalf of Grantor, to payment the end that the rights of Grantor in, to and under the Franchise Agreement or Management Agreement shall be kept unimpaired and free from default; (vii) use its reasonable efforts to obtain, from time to time, from Manager or Franchisor such certificates of estoppel with respect to compliance by Tenant with the terms of the other Obligations. Grantor shall pay on demand to BeneficiaryManagement Agreement or Franchise Agreement, the receiver or the Trustees (respectively, as the case may be) the amount of any deficiency between (a) the Rents received be requested by Beneficiary, the receiver or the Trustees, and (b) all Expenses incurred together with interest thereon at the Reimbursement Rate as provided in Section 4.19 (Reimbursement; Interest). The exercise of the remedies provided in this Section shall not cure or waive any Event of Default, and the enforcement of such remedies, once commenced, shall continue for so long as Beneficiary shall elect, notwithstanding the fact that the exercise of such remedies may have, for a time, cured the original Event of Default.;

Management of the Property. Upon obtaining possession of the Property or upon the appointment of a receiver Mortgagor further covenants and agrees with Mortgagee as described in Section 7.5 (Taking Possession or Control), Beneficiary, the Trustees or the receiver, as the case may be, may, at their sole option, follows: (a) make all necessary or proper repairs Mortgagor shall cause the hotel located on the Property to be operated pursuant to the License Agreement and Additions to or upon the Property, Management Agreement. (b) operate, maintain, control, make secure Mortgagor shall: (i) pay all sums required to be paid by Mortgagor under the License Agreement and the Management Agreement and promptly perform and/or observe all of the covenants and agreements required to be performed and observed by it under the License Agreement and the Management Agreement and do all things necessary to preserve the Property, and to keep unimpaired its material rights thereunder; (cii) receive all Rents, and (d) complete the construction promptly notify Mortgagee in writing of any unfinished Improvements on default under the Property and, License Agreement or the Management Agreement of which it is aware and provide Mortgagee with copies of any notices delivered in connection therewith; (iii) promptly deliver to Mortgagee a copy of each financial statement, continue any business plan, capital expenditures plan, notice, report and all outstanding contracts for estimate received by it under the erection License Agreement or the Management Agreement other than day-to-day general correspondence; (iv) promptly enforce the performance and completion observance of such Improvements and make and enter into any further contracts which may be necessary, either in their or its own name (the cost of completing the Improvements shall be Expenses secured by this Deed of Trust and accrue interest as set forth in Section 4.19 (Reimbursement; Interest)). In so doing, Beneficiary, the Trustees or such receiver shall have the right to manage the Property and to carry on the business of Grantor and may exercise all of the rights covenants and powers agreements required to be performed and/or observed by Licensor and Manager; (v) assign, and does hereby assign and transfer, to Mortgagee any right it may have to modify, amend or supplement the License Agreement or the Management Agreement, such that any attempted modification, amendment or supplement of Grantor, includingthe License Agreement or the Management Agreement without the prior written consent of Mortgagee shall be null and void and have no legal force or effect; (vi) grant Mortgagee the right, but without limiting the generality of the foregoing, the right to lease the Property, to cancel, modify, renew or extend any Lease or sub-lease of the Property and to carry on any contracts entered into by Grantor with respect to the Property. Beneficiary, the Trustees or such receiver Mortgagee shall be under no liability for, or by reason of, any such taking of possession, entry, holding, removal, maintaining, operation or management, except for willful misconduct. Any Rents received shall be applied (a) firstobligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all Expensesthe terms, covenants and conditions of the License Agreement and the Management Agreement on the part of Mortgagor to be performed or observed to be promptly performed or observed on behalf of Mortgagor, to the end that the rights of Mortgagor in, to and under the License Agreement and the Management Agreement shall be kept unimpaired and free from default; (bvii) use its reasonable efforts to obtain, from time to time, from Licensor and Manager such certificates of estoppel with respect to compliance by Mortgagor with the balanceterms of the License Agreement and the Management Agreement, respectively, as may be requested by Mortgagee; (viii) exercise each individual option, if any, to payment extend or renew the term of the License Agreement and the Management Agreement upon demand by Mortgagee made at any time within one year of the last day upon which any such option may be exercised, and Mortgagor hereby expressly authorizes and appoints Mortgagee its attorney-in-fact to exercise any such option in the name of and upon behalf of Mortgagor, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest; PROVIDED, HOWEVER, that so long as Mortgagor is not in default hereunder or under any of the Loan Documents, Mortgagee shall not be entitled to exercise the foregoing appointment; and (ix) promptly notify Mortgagee in writing and provide Mortgagee with copies of any notices delivered to Mortgagor, including, without limitation, any notice of violation of any laws, regulations, or ordinances or other Obligations. Grantor shall pay on demand to Beneficiarynotice from any governmental or quasi-governmental authority, or any notice of default under the Leases, the receiver Management Agreement or any other document or agreement relating to the Property, which contain information that, if true, might materially adversely affect the value, use or operation of the Property. (c) Mortgagor shall not, without Mortgagee's prior written consent: (i) surrender, terminate or cancel the License Agreement or the Trustees Management Agreement; (as ii) reduce or consent to the case may bereduction of the term of the License Agreement or the Management Agreement; (iii) increase or consent to the increase of the amount of any deficiency between charges under the License Agreement (aexcept as otherwise expressly provided therein) or the Management Agreement; (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under the License Agreement or the Management Agreement in any material respect; or (v) operate the Property under the name of any hotel chain or system other than Hampton Inn. (d) Mortgagor shall not, without Mortgagee's prior written consent, enter into transactions with any Affiliate including, without limitation, any arrangement providing for the management of the hotel on the Property, the rendering or receipt of services or the purchase or sale of inventory, except any such transaction in the ordinary course of business of Mortgagor if the monetary or business consideration arising therefrom would be substantially as advantageous to Mortgagor as the monetary or business consideration which would obtain in a comparable transaction with a person not an Affiliate of Mortgagor. Notwithstanding the foregoing, Mortgagee acknowledges that Manager is an Affiliate of Mortgagor, and hereby consents to the Management Agreement. (e) Mortgagor irrevocably authorizes and directs Licensor and Manager to deliver to Mortgagee: (i) all operating information concerning the Property submitted by Mortgagor to Licensor or Manager; (ii) the Rents received written results of all quality assurance inspections of the Property performed by Beneficiary, the receiver Licensor or the Trustees, Manager; and (biii) all Expenses incurred together with interest thereon at the Reimbursement Rate as provided in Section 4.19 (Reimbursement; Interest). The exercise of the remedies provided in this Section shall not cure such other information that Mortgagee or waive any Event of DefaultMortgagee's agents may reasonably request, and the enforcement of such remedies, once commenced, shall continue for so long as Beneficiary shall elect, notwithstanding the fact that the exercise of such remedies may have, for a from time to time, cured including any information in the original Event possession of DefaultLicensor or Manager relating to Mortgagor not included in the reports referred to above.

Management of the Property. Upon obtaining possession of the Property or upon the appointment of a receiver Grantor further covenants and agrees with Beneficiary as described in Section 7.5 (Taking Possession or Control), Beneficiary, the Trustees or the receiver, as the case may be, may, at their sole option, follows: (a) make all necessary or proper repairs Grantor shall cause the hotel located on the Property to be operated pursuant to the Franchise Agreement and Additions to or upon the Property, Management Agreement. (b) operateGrantor shall: (i) pay all sums required to be paid by Grantor under the Franchise Agreement and the Management Agreement and promptly perform and/or observe, maintainin all material respects, control, make secure all of the covenants and agreements required to be performed and observed by it under the Franchise Agreement and the Management Agreement and do all things necessary to preserve the Property, and to keep unimpaired its material rights thereunder; (cii) receive all Rents, and (d) complete the construction promptly notify Beneficiary in writing of any unfinished Improvements on default under the Property and, Franchise Agreement or the Management Agreement of which it is aware and provide Beneficiary with copies of any notices delivered in connection therewith; (iii) promptly deliver to Beneficiary a copy of each financial statement, continue any business plan, capital expenditures plan, notice, report and all outstanding contracts for estimate received by it under the erection Franchise Agreement or the Management Agreement; (iv) promptly enforce the performance and completion observance of such Improvements and make and enter into any further contracts which may be necessary, either in their or its own name (the cost of completing the Improvements shall be Expenses secured by this Deed of Trust and accrue interest as set forth in Section 4.19 (Reimbursement; Interest)). In so doing, Beneficiary, the Trustees or such receiver shall have the right to manage the Property and to carry on the business of Grantor and may exercise all of the rights covenants and powers agreements required to be performed and/or observed by the franchisor under the Franchise Agreement and the manager under the Management Agreement; (v) assign to Beneficiary any right it may have to modify the Franchise Agreement or the Management Agreement, which Beneficiary may only exercise upon the occurrence and during the continuance of Grantor, includingan Event of Default; (vi) grant Beneficiary the right, but without limiting the generality of the foregoing, the right to lease the Property, to cancel, modify, renew or extend any Lease or sub-lease of the Property and to carry on any contracts entered into by Grantor with respect to the Property. Beneficiary, the Trustees or such receiver Beneficiary shall be under no liability for, or by reason of, any such taking of possession, entry, holding, removal, maintaining, operation or management, except for willful misconduct. Any Rents received shall be applied (a) firstobligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all Expensesthe terms, covenants and conditions of the Franchise Agreement or Management Agreement on the part of Grantor to be performed or observed to be promptly performed or observed on behalf of Grantor, to the end that the rights of Grantor in, to and under the Franchise Agreement or Management Agreement shall be kept unimpaired and free from default; (bvii) use its reasonable efforts to obtain, from time to time, from the balanceFranchisor and Manager such certificates of estoppel with respect to compliance by Grantor with the terms of the Franchise Agreement and the Management Agreement as may be reasonably requested by Beneficiary; (viii) exercise each individual option, if any, to payment extend or renew the term of the Franchise Agreement or Management Agreement upon demand by Beneficiary made at any time within one (1) year of the last day upon which any such option may be exercised, and Grantor hereby expressly authorizes and appoints Beneficiary its attorney-in-fact to exercise any such option in the name of and upon behalf of Grantor, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest; and (ix) promptly notify Beneficiary in writing and provide Beneficiary with copies of any notices delivered to Grantor, including, without limitation, any notice of violation of any laws, regulations, or ordinances or other Obligations. notice from any governmental or quasi-governmental authority, or any notice of default under the Leases, the Management Agreement or any other document or agreement relating to the Property, which contain information that, if true, might materially adversely affect the value, use or operation of the Property. (c) Grantor shall pay on demand to not, without Beneficiary’s prior written consent: (i) surrender, terminate or cancel the receiver Franchise Agreement (which may be granted or withheld in Beneficiary’s sole discretion) or the Trustees Management Agreement (as which may be granted or withheld in Beneficiary’s reasonable discretion); (ii) reduce or consent to the case reduction of the term of the Franchise Agreement (which may bebe granted or withheld in Beneficiary’s sole discretion) or the Management Agreement (which may be granted or withheld in Beneficiary’s reasonable discretion); (iii) increase or consent to the increase of the amount of any deficiency between charges under the Franchise Agreement (awhich may be granted or withheld in Beneficiary’s sole discretion) or the Management Agreement (which may be granted or withheld in Beneficiary’s reasonable discretion); (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under the Franchise Agreement (which may be granted or withheld in Beneficiary’s sole discretion) or the Management Agreement (which may be granted or withheld in Beneficiary’s reasonable discretion) in any material respect; or (v) operate the Property under the name of any hotel chain or system other than “Hilton Suites”, except as expressly provided in the remainder of this Section (which consent may be granted or withheld in Beneficiary’s sole discretion). (d) Grantor shall not, without Beneficiary’s prior written consent, which may be granted or withheld in Beneficiary’s reasonable discretion, enter into transactions with any affiliate including, without limitation, any arrangement providing for the management of the hotel on the Property, the rendering or receipt of services or the purchase or sale of inventory, except any such transaction in the ordinary course of business of Grantor if the monetary or business consideration arising therefrom would be substantially as advantageous to Grantor as the monetary or business consideration which would obtain in a comparable transaction with a person not an affiliate of Grantor. (e) Grantor irrevocably authorizes and directs Franchisor to deliver to Beneficiary: (i) all operating information concerning the Property submitted by Grantor to Franchisor; (ii) the Rents received written results of all quality assurance inspections of the Property performed by Beneficiary, the receiver or the Trustees, Franchisor’s Quality Assurance Directors; and (biii) all Expenses incurred together with interest thereon at the Reimbursement Rate as provided in Section 4.19 (Reimbursement; Interest). The exercise of the remedies provided in this Section shall not cure such other information that Beneficiary or waive any Event of DefaultBeneficiary’s agents may reasonably request, and the enforcement of such remedies, once commenced, shall continue for so long as Beneficiary shall elect, notwithstanding the fact that the exercise of such remedies may have, for a from time to time, cured including any information in the original Event possession of DefaultFranchisor relating to Grantor not included in the reports referred to above.

Management of the Property. Upon obtaining possession Without intending to limit the scope of Manager's duties by specific designation, Manager, in its capacity as managing agent hereunder, shall, during the term of its engagement as such managing agent, perform the following duties: (i) Collect, receive and receipt for the account of each Owner all Rental Income and other amounts becoming due and payable to Owner from Tenants in the Property or other parties. Manager agrees to provide regular checks of the Property to ensure that the Property is secure, protected from vandalism and similar activities, and generally in good appearance and repair. (ii) Manager shall be reimbursed for all operating expenses. Manager shall use reasonable efforts to minimize operating expenses. Manager shall obtain the prior consent of Owner before incurring any single expenditure in excess of Two Hundred and No/100 Dollars ($200.00), excluding utility bills, unlawful detainer fees and costs, and other normal and recurring expenses, except in an emergency in which case Manager may incur such expenses as are necessary to protect life and property. Manager shall notify such Owner of any such emergency expenses as soon as practicable after they are incurred but in no event later than thirty (30) days thereafter. Manager will retain a minimum of $200 per door/unit, to be held in trust, to cover maintenance costs if or as needed. (iii) Institute any and all legal actions or proceedings (in the name of Owner, if necessary) required for the collection of Rent or other Rental Income or amounts owing from Tenants of the Property or upon the appointment ousting or dispossessing of Tenants or other persons therefrom, with a receiver lawyer or law firm of Manager’s choice. (iv) Maintain proper books and journals and orderly files containing Rent records, Leases, correspondence, receipted invoices or bills, and all other documents and papers pertaining to the operation of the Property. (v) Do or cause to be done all such acts or things in or about the Property as described in Section 7.5 (Taking Possession or Control), Beneficiary, the Trustees or the receiver, as the case may be, may, at their sole option, (a) make all shall be reasonably necessary or proper repairs and Additions desirable to or upon the Property, (b) operate, maintain, control, make secure and preserve the Property, (c) receive all Rents, and (d) complete the construction of any unfinished Improvements on the Property and, in connection therewith, continue comply with any and all outstanding contracts for orders affecting the erection and completion of such Improvements and make and enter into Property placed thereon by any further contracts which may be necessaryfederal, either in their state or its own name (the cost of completing the Improvements shall be Expenses secured by this Deed of Trust and accrue interest as set forth in Section 4.19 (Reimbursement; Interest)). In so doing, Beneficiary, the Trustees or such receiver shall have the right to manage municipal authority having jurisdiction over the Property and to carry on comply with any applicable CC&Rs. (vi) Hire, train, promote, discharge and supervise the business staff of Grantor and may exercise all Manager that directly oversees operations of the rights Property. Manager shall have in its employ at all times a sufficient number of employees to enable it to professionally manage and powers lease the Property in accordance with the terms of Grantorthis Agreement. All matters pertaining to the employment and supervision of such employees shall be the sole responsibility of Manager, includingwhich in all respects shall be the employer of such employees, but without limiting and Owner shall have no liability with respect to such matters. (vii) Deposit in a banking institution or institutions in the generality name of Owner (upon receipt of a deposit slip) all monies received by Manager with respect to the Property. (viii) Enter into contracts for services with independent contractors, suppliers and other entities necessary for the operation, repair, maintenance, servicing and promotion of the foregoing, Property. (ix) Generally perform all other acts reasonably necessary for the right to lease management of the Property. (x) Manager will research and obtain bi-annual interior preventative maintenance checks at a cost of $65/SF, $95/duplex or $145 tri/4-plex each to cancel, modify, renew or extend Owner. Owner agrees that Manager may deduct this cost from any Lease or sub-lease of the Property and to carry on any contracts entered into monies received by Grantor Manager with respect to the Property. BeneficiaryThe preventative maintenance shall include, the Trustees but not be limited to, checks for plumbing, caulking, doorstops, dryer vents, smoke detectors, furnace filters, etc. Owner acknowledges that this is not a home inspection and agrees to hold Management and vendor harmless and keep them exonerated from all loss, damage, liability or such receiver shall be under no liability for, or by reason of, any such taking of possession, entry, holding, removal, maintaining, operation or management, except for willful misconduct. Any Rents received shall be applied (a) first, to pay all Expenses, and (b) the balance, if any, to payment of the other Obligations. Grantor shall pay on demand to Beneficiary, the receiver or the Trustees (as the case may be) the amount expense of any deficiency between (a) type or kind regarding the Rents received Property. Owner requests to opt-out of biannual preventative maintenance by Beneficiary, the receiver or the Trustees, and (b) all Expenses incurred together with interest thereon at the Reimbursement Rate as provided in Section 4.19 (Reimbursement; Interest). The exercise of the remedies provided in this Section shall not cure or waive any Event of Default, and the enforcement of such remedies, once commenced, shall continue for so long as Beneficiary shall elect, notwithstanding the fact that the exercise of such remedies may have, for a time, cured the original Event of Default.initialing here